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Last updated: 3 August 2026. View change log.

This Master Services Agreement (“Agreement”) sets out the general terms on which Cultrix Limited (“Cultrix”, “we”, “us”) designs and builds websites and web applications for you – the customer named in the relevant order, quotation or statement of work (“you”, “your”).

The details of each service – 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 is made up of:
    1. this Master Services Agreement – Web Development;
    2. the Service Schedules that apply to the services you buy, which may include:
      • Schedule 1 – Web Development Projects;
      • Schedule 2 – Web Application Development;
      • Schedule 3 – Retained Development Services;
      • Schedule 4 – Deployment and Version Control;
      • Schedule 5 – Website Maintenance and Support.
    3. Annexes, which 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 only receive the Services included in your Order.

This Agreement does not cover hosting, infrastructure, DNS, SSL certificates, backups, monitoring, patching or other platform services. Where we provide those, they are governed by our Master Services Agreement – Cloud and its associated Schedules and Annexes.

The Cultrix Common Terms (published at cultrix.co.uk/legal/common-terms) form part of this Agreement. They cover confidentiality, liability, governing law, notices, events beyond our control, changes and subcontracting. Where the Common Terms conflict with this Agreement, a Schedule or an Order, the more specific document prevails.

2. Definitions

In this Agreement:

“Acceptance Criteria”
The functional, design and technical criteria a Deliverable must meet to count as 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.
“Business Day”
Monday to Friday, excluding English bank holidays.
“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 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 buy a recurring allowance of time or features (for example a monthly development retainer).
“Service Desk”
Our support team and ticketing system.
“Statement of Work”
A document we agree with you that describes a specific piece of work – its scope, Deliverables, milestones, assumptions and price. A Statement of Work is an Order under this Agreement.
“Staging Environment”
An environment used for testing and acceptance before deployment to a live or production environment.
“Live Environment”
The environment your real users or customers use in day-to-day operation.
“Third-Party Services”
Software, platforms, services or infrastructure provided by third parties (for example payment gateways, analytics tools, marketing and email platforms, identity providers, APIs, or hosting and infrastructure providers).
“Website(s)”
A website we design, build or modify for you under this Agreement, including its pages, templates, structure and front-end code.

3. Term, renewal and termination

  1. Project-based services normally run for as long as the Project described in your Order or Statement of Work lasts.
  2. Retained Development Services normally run on a rolling basis (for example monthly or annually), as described in your Order.
  3. Unless we agree otherwise:
    • 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 can cancel Retained Development Services by giving us at least 90 days’ written notice, to end at the close of the initial term or a renewal term. This is subject to any minimum terms and any early termination charges set out in your Order.
  5. Either of us can end this Agreement, or a particular service, if the other:
    • commits a material breach and does not put it right within 30 days of written notice; or
    • becomes insolvent or is otherwise unable to pay its debts as they fall due.
  6. When a service ends:
    • you must pay all outstanding charges up to the date it ends, including any agreed early termination charges;
    • we will stop providing the affected services; and
    • we will give a reasonable handover of in-scope Deliverables on a time-and-materials basis, where this is not already covered by the Project.

4. Our responsibilities

  1. We provide our services with reasonable skill and care.
  2. We work to the scope, Deliverables and timescales set out in your Order or Statement of Work, subject to reasonable dependencies on you and on third parties.
  3. We will use reasonable efforts to:
    • design and build Websites and Applications that meet the agreed requirements;
    • follow sensible coding and security practices for the technologies and budget involved;
    • keep you clearly informed about progress, risks and dependencies; and
    • provide documentation or notes where your Order includes them.
  4. Unless we explicitly agree otherwise, 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. Your Order or Statement of Work will describe the exact approach.

  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 we deploy to Live Environments.
  2. Estimates and timelines assume that:
    • you give feedback, approvals and content when we reasonably ask; and
    • third-party services and suppliers behave as expected (for example payment gateways, APIs and upstream platforms).
  3. If those assumptions change (for example significant scope changes, delays in feedback, or third-party failures), we may:
    • re-estimate the effort and timescales; and
    • agree a Change Request with you before proceeding.

5. Your responsibilities

  1. You are responsible for:
    • appointing a main point of contact to make decisions and give feedback;
    • giving us accurate, timely information and the 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 promptly; and
    • carrying out user acceptance testing (UAT) in line with Annex A.
  2. You must make sure that:
    • you have the rights you need 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 give us feedback, content or approvals within a reasonable time, we may:
    • pause work until the dependency is resolved; and
    • revise the 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 and 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 work is always out of scope of standard Web Development services unless your Order or Statement of Work explicitly includes it. It is usually 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 after initial sign-off;
  • significant rework caused by changes in your strategy, branding or internal decisions that are 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 set up and configure these 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 alternative options.

8. Data protection

  1. Each of us 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 give us real personal data for development or testing, you must:
    • make sure this is lawful; and
    • tell us about 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 build 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 your Order explicitly includes it, we do not provide ongoing penetration testing, red teaming or security accreditation services.
  3. If security vulnerabilities are found:
    • we will discuss the findings with you; and
    • remediation work may be delivered as additional paid work, unless it is 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 you or third parties make after deployment.

10. Charges, invoicing and payment

  1. The 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 when the Project is complete or the Deliverables are accepted.
  3. We normally invoice Retained Development Services monthly in advance.
  4. We normally charge Change Requests and out-of-scope work 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 tell us before the due date and give us reasonable details. You must still pay any undisputed amounts on time.
  7. If you do not pay undisputed amounts, we may:
    • charge interest on overdue sums at the statutory rate; and
    • pause work or suspend services under section 11.

11. Suspension

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

12. Limitation of liability

Our liability is limited as set out in the Common Terms. In addition, for the services under this Agreement:

  1. we are not liable for search engine rankings, traffic levels or marketing performance; and
  2. for a fixed-price Project, our total liability for that Project is limited to the total price of that Project, instead of the 12-month cap in the Common Terms.