NexCert

Enterprise Master Services Agreement

Template · Version 1.0 · Effective on execution of the first Order Form

Parties

This Master Services Agreement ("MSA") is entered into on {{EFFECTIVE DATE}} between:

1. NexCert Ltd, a company registered in England and Wales (company number 17520827) whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ ("NexCert", "we", "us"); and
2. {{CUSTOMER LEGAL NAME}}, a {{ENTITY TYPE — Ltd / PLC / LA / Housing Association}} incorporated in {{JURISDICTION}} under company number {{COMPANY NUMBER}} whose registered office is at {{REGISTERED ADDRESS}} ("Customer", "you").

Background

NexCert operates a UK compliance-workflow platform for electrical and gas contractors. The Customer wishes to use the platform under Enterprise terms. This MSA sets out the framework; individual engagements are governed by Order Forms attached as Schedule A.

1. Definitions

Terms defined in the Terms of Service apply here unless overridden. In addition:

• Order Form — a schedule executed by both parties setting out the commercial terms of a specific engagement (seats, tier, term, fees, deployment mode, professional services).
• Subscription Term — the initial term of an Order Form plus any renewal periods.
• Business Day — any day other than a Saturday, Sunday or English public holiday.
• Service Credit — the credit issued by NexCert under Schedule B (SLA) as the Customer's sole and exclusive remedy for missed uptime.
• Support Hours — 09:00 to 18:00 UK time, Monday to Friday excluding English public holidays, unless a broader window is agreed in the Order Form.
• Confidential Information — any non-public information disclosed by one party to the other in connection with this MSA, marked or reasonably understood to be confidential, including commercial terms, unreleased product plans, and technical or security information.

2. Grant of subscription rights

Subject to the Customer's compliance with this MSA and the applicable Order Form, NexCert grants the Customer a non-exclusive, non-transferable right, during the Subscription Term, for the Customer and its authorised Users to access and use the Service for the Customer's internal business purposes.

Seat counts, product-line access (Electrical / Gas / Complete / Fire / Emergency Lighting / others as available), included allowances and any Enterprise-only options are set in the Order Form.

3. Order Forms

Each engagement is scoped by an Order Form in the form of Schedule A. Additional Order Forms may be added at any time by mutual execution. The MSA continues to apply to every Order Form until formally terminated.

In the event of any conflict between this MSA and an Order Form on commercial matters, the Order Form prevails. On legal, data-protection or IP matters, this MSA prevails.

4. Fees and payment

1. Fees are set out in the Order Form and are invoiced annually in advance unless the Order Form states otherwise.
2. The Customer will pay each invoice within 30 days of the invoice date to the account nominated by NexCert.
3. Fees are exclusive of VAT, which will be added at the prevailing rate where chargeable.
4. Late payments accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. NexCert may increase Fees for the next Subscription Term by giving at least 60 days' notice before renewal. Otherwise Fees for the current Subscription Term are fixed.
6. Usage over the Order Form's included allowances (AI tokens, correspondence sends, storage, etc.) is billed monthly in arrears at the rates in the Order Form.
7. The Customer will provide a valid purchase order (PO) number where required by its own procurement rules; NexCert will reference it on invoices.

5. Service delivery and SLA

NexCert will use commercially reasonable efforts to deliver the Service in accordance with the Service Level Agreement set out in Schedule B. Missed uptime commitments trigger Service Credits as described in Schedule B, which are the Customer's sole and exclusive financial remedy for availability failures short of a material breach that permits termination.

6. Support

Enterprise support runs during Support Hours by email to [email protected] and via the in-app support channel. Response-time targets by severity are set out in Schedule B. Where the Order Form includes an Enterprise contact role, that individual is the Customer's escalation route.

7. Onboarding and professional services

Onboarding, data migration, custom template configuration, integration work, training and any other professional-services engagements are scoped in a Statement of Work under Schedule E. Professional services are charged on a time-and-materials basis unless the SOW states fixed-price.

8. Data protection

The parties' data-protection obligations are set out in the Data Processing Agreement, which is incorporated into this MSA. In the event of any conflict between this MSA and the DPA on data-protection matters, the DPA prevails.

The Customer warrants that it has a lawful basis for each category of personal data it instructs NexCert to process, and that it has provided or made available all required information to Data Subjects.

9. Security

NexCert maintains the technical and organisational measures set out in Schedule 2 of the DPA and will maintain measures at least equivalent for the duration of the Subscription Term. The Customer may request a security questionnaire response and a summary of NexCert's most recent penetration-test findings once per 12 months and additionally following any Personal Data Breach. Detailed audit rights are set out in DPA section 12.

10. Confidentiality

Each party will keep the other's Confidential Information confidential and use it only for the purpose of performing this MSA. This obligation continues for five (5) years after termination and does not apply to information that:

• is or becomes publicly known other than by breach of this MSA;
• was lawfully in the receiving party's possession before disclosure;
• was lawfully received from a third party without confidentiality obligations;
• is independently developed without use of the disclosing party's Confidential Information;
• must be disclosed by law or court order, provided the disclosing party is given prompt notice where legally permitted.

11. Intellectual property

The Customer owns its Content. NexCert owns the Service and all associated intellectual property. Each party grants only those licences expressly stated in this MSA or the incorporated documents.

Feedback the Customer provides about the Service may be used by NexCert without restriction to improve the Service. NexCert will not identify the Customer as the source of feedback without consent.

12. Warranties

Each party warrants that it has authority to enter this MSA and will perform its obligations with reasonable skill and care.

NexCert additionally warrants that the Service will substantially conform to the description published on nexcert.uk during the Subscription Term. If it does not, the Customer's sole remedy is (a) NexCert's obligation to correct the non-conformity within a reasonable time, and (b) if not corrected within 90 days of written notice, termination of the affected Order Form with a pro-rata refund of pre-paid Fees for the unused portion.

Except as expressly stated, and to the maximum extent permitted by law, all other warranties are excluded.

13. Indemnities

13.1 By NexCert (IP infringement)

NexCert will defend the Customer against any third-party claim that the Customer's use of the Service in accordance with this MSA infringes a UK-registered intellectual-property right of the third party, and will pay damages and reasonable costs finally awarded (or agreed in settlement approved by NexCert). If such a claim is brought or threatened, NexCert may, at its option and cost: (a) procure a right for the Customer to continue using the Service; (b) modify the Service so it is no longer infringing while retaining materially equivalent functionality; or (c) terminate the affected Order Form and refund pre-paid Fees for the unused portion.

NexCert has no liability where the claim arises from: (i) the Customer's Content; (ii) modifications to the Service not made or authorised by NexCert; (iii) use of the Service in combination with anything not supplied by NexCert; or (iv) use of the Service otherwise than in accordance with this MSA.

13.2 By the Customer (Content and misuse)

The Customer will defend NexCert against any third-party claim arising from: (a) the Customer's Content; (b) any certificate signed by a User who was not competent, qualified or scheme-registered to sign it; (c) the Customer's breach of the AUP; or (d) the Customer's misrepresentation to any third party about the Service. The Customer will pay damages and reasonable costs finally awarded (or agreed in settlement approved by the Customer).

13.3 Indemnity procedure

The indemnified party will promptly notify the indemnifying party in writing, give reasonable cooperation (at the indemnifying party's cost), and let the indemnifying party control the defence and settlement (provided no settlement admits liability of the indemnified party without its consent).

14. Limitation of liability

Nothing in this MSA limits or excludes any liability that cannot lawfully be limited or excluded, including for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that:

• Neither party is liable for loss of profits, revenue, business, anticipated savings, goodwill, or any indirect, special or consequential loss.
• Each party's total aggregate liability in any 12-month period for all claims arising out of or in connection with this MSA is capped at the greater of £{{LIABILITY CAP £}} or 150% of the Fees the Customer paid to NexCert in that 12-month period.
• The liability cap does not apply to: (a) the Customer's obligation to pay Fees; (b) either party's indemnity obligations under section 13; (c) breach of confidentiality; or (d) breach of the DPA.

15. Insurance

Throughout the Subscription Term, NexCert will maintain the insurance cover set out in Schedule C. NexCert will provide evidence of cover on the Customer's written request, not more than once per 12 months.

16. Term

This MSA takes effect on the Effective Date and continues until terminated in accordance with this MSA. Each Order Form has its own Subscription Term (initial term plus any renewals) as set out in the Order Form.

Unless the Order Form says otherwise, each Subscription Term renews automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 60 days before the end of the then-current period.

17. Termination

17.1 For cause

Either party may terminate this MSA (and every active Order Form) with immediate effect by written notice if the other party:

• materially breaches this MSA and fails to remedy the breach within 30 days of written notice specifying the breach (or such longer period as the parties reasonably agree);
• becomes insolvent, enters administration, has a receiver appointed, or ceases to carry on business.

17.2 For convenience

Either party may terminate a specific Order Form for convenience only where the Order Form expressly allows it; otherwise Order Forms run for their Subscription Term.

17.3 By NexCert on serious risk

NexCert may suspend or terminate access with immediate effect where continued access creates a serious security, legal or reputational risk (with notice as soon as practical thereafter).

18. Effect of termination

• The Customer's right to access the Service ends at the end of the applicable Subscription Term or on termination, whichever is earlier.
• NexCert will make the Customer's Content available for export in a common machine-readable format for at least 60 days after termination, unless a longer transition period is agreed in the Order Form.
• Retention of Customer Personal Data is governed by the DPA (section 11) and applicable statutory retention rules.
• Fees paid for periods after termination are refunded pro rata where termination is for NexCert's material breach or under section 13.1; otherwise Fees paid are non-refundable.
• Sections that by their nature survive termination (confidentiality, IP, liability, indemnities, governing law, DPA data-return, this section 18) continue in force.

19. Suspension

NexCert may suspend the Service (or a portion of it) with as much notice as reasonably practical where the Customer fails to pay Fees when due after 14 days of written notice, materially breaches the AUP, or presents a serious security risk. NexCert will restore access promptly on the cause being resolved.

20. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than obligations to pay money) caused by events outside its reasonable control (including internet, telecommunications or third-party cloud-provider failures; industrial action affecting third parties; acts of government; pandemic; and natural disaster). The affected party will notify the other promptly and use reasonable efforts to mitigate.

21. Change control

Material changes to the scope of an Order Form (seat counts, deployment mode, professional services) are agreed in writing and signed by authorised representatives of both parties before taking effect. Amendments to this MSA itself require the same.

22. Notices

Notices are validly served by (a) email to the address the receiving party has designated for notice, deemed served when transmitted; or (b) recorded delivery to the receiving party's address in the preamble, deemed served two Business Days after posting. NexCert's notice address is [email protected]. The Customer's notice address is {{CUSTOMER NOTICE EMAIL}}.

23. Assignment and subcontracting

Neither party may assign this MSA without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all the assets to which the MSA relates, on notice. NexCert may subcontract the performance of the Service to the Sub-processors listed in Schedule 3 of the DPA (as updated from time to time), remaining responsible for their performance.

24. Anti-bribery, modern slavery, sanctions

Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015, and applicable UK sanctions and export-control regulations. Neither party will offer or accept any inducement in connection with this MSA that would constitute an offence under those laws.

25. Governing law and jurisdiction

This MSA is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this MSA, save that either party may bring proceedings for interim or protective relief in any competent jurisdiction.

26. General

• Entire agreement. This MSA (including its Schedules, the incorporated Privacy Policy, DPA, AUP and each executed Order Form) is the entire agreement between the parties on this subject and supersedes any prior discussions or agreements.
• Severability. If a court finds any provision unenforceable, the remainder continues in force.
• Waiver. No failure to enforce a right waives it.
• No third-party rights. The Contracts (Rights of Third Parties) Act 1999 does not apply.
• Counterparts. This MSA may be executed in counterparts, including by e-signature, each of which counts as an original.
• No agency or partnership. Nothing in this MSA creates an agency, partnership or joint-venture relationship.

Signed

This Order Form is executed under and subject to the Master Services Agreement between the parties dated {{MSA EFFECTIVE DATE}}.

B1. Uptime commitment

NexCert commits to the following monthly Uptime Percentages for the Service, measured across each calendar month excluding scheduled maintenance and the Exclusions in section B4.

Monthly Uptime Percentage is calculated as: (Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month × 100. Downtime is unavailability of the Service's core functions (login, cert wizard, sign-off, delivery) as reasonably determined by NexCert's monitoring, excluding items in section B4.

B2. Support response times

NexCert will respond to support requests within the following Business-Hours targets, measured from the time the request is received via the Enterprise channels in MSA section 6.

B3. Scheduled maintenance

NexCert may perform scheduled maintenance outside Support Hours. Maintenance windows expected to affect availability by more than 15 minutes will be notified at least 5 Business Days in advance. Emergency maintenance may be performed at any time; NexCert will notify the Customer as soon as reasonably practical.

B4. Exclusions

Downtime does not include unavailability caused by:

• scheduled maintenance notified in accordance with B3;
• emergency maintenance necessary to prevent imminent security or data-integrity risks;
• the Customer's own systems, connectivity or configuration;
• Customer's misuse of the Service or breach of the AUP;
• third-party services outside NexCert's reasonable control (see MSA section 20 force majeure);
• suspension in accordance with MSA section 19.

B5. Claiming Service Credits

To claim a Service Credit, the Customer must submit a written request to [email protected] within 30 days of the end of the month to which the claim relates, identifying the incidents and impact. Approved Service Credits are applied to the next invoice.

Service Credits are the Customer's sole and exclusive financial remedy for availability failures short of a material breach that permits termination under MSA section 17.1. Total Service Credits in any month will not exceed the monthly Fees for that month.

Throughout the Subscription Term, NexCert will maintain the following minimum insurance cover with reputable UK-authorised insurers:

• Public Liability — at least £{{2,000,000}} per claim.
• Professional Indemnity — at least £{{1,000,000}} per claim on an "any one claim" basis.
• Cyber Liability — at least £{{1,000,000}} aggregate, covering data-breach response, notification costs, and third-party claims arising from a security incident affecting the Service.
• Employers' Liability — statutory minimum £5,000,000 (only where NexCert has employees, otherwise not applicable).

Cover levels are commensurate with the current scale of the Service. The Customer may negotiate higher stated cover in the Order Form where its own procurement or regulator requires it. Evidence of cover (certificate summary) is available on request, not more than once per 12 months except following a Personal Data Breach or a claim under section 13.

The parties' data-protection obligations are governed by the NexCert Data Processing Agreement (v1.0 or later), which is incorporated into this MSA as if set out in full. A signed counterpart is available on request.

Professional-services engagements (onboarding, data migration, custom templates, integrations, training) are scoped under this template SoW.