Master Services Agreement

This Master Services Agreement sets out the overarching framework that governs the relationship between Actually.tech and a Client across all engagements. Specific services, deliverables, and fees are defined in Statements of Work and optional schedules (such as Support or Content agreements) that sit beneath this agreement.

This document is for reference. Executed copies are provided to each Client individually.

Parties

1. We Love Micro Limited (trading as Actually.tech), a company incorporated in England and Wales with registered number 09957089, registered office at Unit 6, The Lodge, 120b Lower Road, London, SE16 2UB, United Kingdom (Actually, Supplier).

2. The Client named in the executed agreement (Client, Customer).

Definitions

Agreement: This master services agreement including its schedules.
Change Request: Client's written request to change the scope, volume, or specification of Services.
Confidential Information: Information disclosed by or on behalf of a party in connection with this Agreement that is marked confidential or would reasonably be regarded as confidential.
Deliverables: All documents, software, materials, and other items created or supplied by Actually in performing the Services, as described in the applicable SOW or schedule.
Development Services: Software development, design implementation, infrastructure, and related technical services.
Engagement: A legally binding commitment for Services under a signed or electronically accepted SOW or order form.
Fees: Amounts payable for Services as set out in Schedule 2, a SOW, or an order form.
Intellectual Property Rights: All intellectual and industrial property rights (registered or unregistered) including copyright, patents, trade marks, design rights, database rights, trade secrets, and know-how.
Protected Data: Personal Data processed by Actually on behalf of the Client, as further described in Schedule 3.
Services: The services Actually supplies to the Client under this Agreement, as described in Schedule 1 and in each SOW or order form.
SOW (Statement of Work): A statement of work, order form, or similar document agreed by the parties describing specific Services, deliverables, timelines, and Fees.
Working Day: A day other than Saturday, Sunday, or a public holiday in England and Wales.

Order of precedence

3. If there is a conflict between documents, the following order applies (highest first):

(a) A SOW or order form that expressly overrides a specified provision of this Agreement
(b) Schedules to this Agreement
(c) This Agreement body
(d) The Actually On-Demand Development Terms published at actually.tech/legal/ondemand, only if and to the extent a SOW expressly incorporates them

Term

4. This Agreement begins on the Effective Date and continues until terminated. Either party may terminate without cause by giving the other not less than thirty (30) days' prior written notice.

Provision of Services

5. Actually shall perform the Services with reasonable care and skill and in accordance with generally recognised industry practice.

6. Time is not of the essence for performance dates unless a SOW expressly states otherwise for specified milestones.

7. Actually may use employees, contractors, and subprocessors to perform the Services, remaining responsible for their acts and omissions.

8. Actually shall promptly notify the Client of material delays or circumstances that may prevent Actually from meeting material obligations.

Client obligations

9. The Client shall:

Co-operate reasonably with Actually in relation to the Services
Provide timely access, materials, decisions, and information, ensuring accuracy
Obtain and maintain licences, consents, and rights needed for Actually to use Client materials
Designate a primary contact for approvals and technical coordination
Comply with applicable laws

10. If Actually's performance is prevented or delayed by the Client's act or omission, Actually is not liable for resulting loss to the extent caused by that prevention or delay.

Statements of Work and ordering

11. Specific Services, Deliverables, timelines, acceptance criteria, and Fees may be set out in one or more SOWs. A SOW is binding when signed or accepted in writing by authorised representatives of both parties.

Change control

12. The Client may submit a Change Request in writing. Actually shall, within ten (10) Working Days, either confirm acceptance, provide a Change Proposal (including any change to Fees or timescales), or explain why the request cannot reasonably be accepted.

13. The Client shall respond to a Change Proposal within ten (10) Working Days.

Fees, invoicing, and payment

14. Fees are exclusive of VAT unless otherwise stated. Payment is due within thirty (30) days of the invoice date, or such other period as stated in the SOW.

15. If the Client fails to pay by the due date, Actually may charge interest at 8% per annum above the Bank of England base rate and may suspend Services after giving not less than seven (7) days' written notice.

16. Third-party costs (cloud hosting, licences, domains, paid APIs) are not included unless a SOW says so. Actually shall obtain prior written approval before incurring material third-party costs.

Intellectual Property Rights

Client materials

17. The Client retains all Intellectual Property Rights in materials it supplies. The Client grants Actually a non-exclusive licence to use them solely to provide the Services.

Deliverables

18. For project-based Engagements: upon full payment, ownership of custom Deliverables transfers to the Client.

19. For subscription or retainer Engagements: ownership transfers as Deliverables are delivered and paid for.

Retained rights

20. Actually retains ownership of pre-existing tools, libraries, frameworks, methodologies, and reusable components. The Client receives a perpetual, non-exclusive, worldwide licence to use retained items as embedded in Deliverables.

21. Open-source and third-party components remain under their respective licences.

Non-infringement

22. Actually warrants that Deliverables created by Actually will not infringe a third party's Intellectual Property Rights. If a claim arises, Actually shall procure the right to continue use, modify the work to be non-infringing, or agree a reasonable reduction in Fees.

Data protection

23. Where Actually processes Personal Data on behalf of the Client, the Client is the Controller and Actually is the Processor. Full processor terms (including sub-processing, international transfers, breach notification, audit, and return/deletion) are set out in Schedule 3 of the executed agreement.

Confidentiality

24. Each party shall keep Confidential Information secret, use it only for performing this Agreement, and not disclose it except to personnel and advisers who need to know and are bound by confidentiality, or where required by law.

Liability

25. Nothing limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

26. Subject to the above, neither party is liable for loss of profits, sales, anticipated savings, goodwill, data, or any indirect or consequential loss.

27. Each party's total aggregate liability in any twelve-month period shall not exceed the total Fees paid or payable by the Client in that period.

AI-assisted development

28. Actually may use AI-assisted development tools. All AI-generated outputs used in Deliverables are subject to human review, testing, and validation before delivery.

Warranties

29. Actually warrants it will perform the Services with reasonable care and skill. Except as expressly stated, Actually disclaims implied warranties to the extent permitted by law.

Insurance

30. Actually maintains professional indemnity and public liability insurance appropriate to the Services.

Anti-bribery

31. Actually shall comply with applicable anti-bribery laws including the Bribery Act 2010.

Non-solicitation

32. The Client shall not, without Actually's prior written consent, during this Agreement and for twelve (12) months after its end, solicit for employment any individual materially involved in providing the Services on Actually's behalf.

Termination

33. Either party may terminate immediately on written notice if the other:

Fails to pay amounts due within thirty (30) days of the due date
Commits a material breach not remedied within thirty (30) days of written notice
Becomes insolvent, enters administration or liquidation, or ceases business

34. On termination: the Client pays all outstanding Fees; Actually delivers completed Deliverables and work in progress; each party returns or destroys Confidential Information; data is handled per the DPA.

35. For ninety (90) days following termination, Actually shall provide reasonable transition assistance at its then-current rates.

Force majeure

36. Neither party is liable for delay or failure due to events beyond reasonable control. If delay continues ninety (90) days, either party may terminate affected Services.

Governing law and jurisdiction

37. This Agreement is governed by English law. The courts of England and Wales have exclusive jurisdiction.

General

38. This Agreement constitutes the entire agreement on its subject matter. No variation is valid unless in writing. Nothing creates a partnership or agency. The Contracts (Rights of Third Parties) Act 1999 does not apply.

Contact information

39. If you have any questions about this Agreement, please contact us:

Email: team@actually.tech
Registered Address: We Love Micro Ltd, Unit 6, The Lodge, 120b Lower Road, SE16 2UB, United Kingdom
Company Number: 09957089

Last updated: April 2026

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