Master Services Agreement
This agreement is made on 1 December 2026 between:
- Harbourline Retail Ltd, of 85 Dock Road, Liverpool L3 4BP, United Kingdom ("the Client"); and
- Northfield Digital Studio LLP, of 3 Mill Lane, Leeds LS1 5AA, United Kingdom ("the Provider").
1. Definitions and structure
1.1 In this agreement:
"Services" means the services the Provider supplies under this agreement, in general: website design and development, hosting, maintenance and related digital marketing services, and the services described in each SOW.
"SOW" means a written statement of work signed by both parties that refers to this agreement and names the Services, deliverables, schedule, fees, acceptance criteria, the people involved and any special terms.
"Deliverables" means the items the Provider must hand over to the Client under a SOW.
"Background Materials" means the materials, tools, software, methods and know-how that a party owns or licenses before this agreement or develops independently of it, including improvements to them that are not specific to the Client.
"Confidential Information" means non-public information that a party shares with the other in connection with this agreement and that is marked or described as confidential or that a reasonable person would understand to be confidential, including the terms of this agreement and each SOW.
"Personal Data" means information about an identified or identifiable person.
"Fees" means the amounts the Client pays for the Services under a SOW.
1.2 This agreement sets the terms that apply to all Services. Each piece of work is agreed in a SOW, and each SOW is part of this agreement. If a SOW conflicts with this agreement, this agreement applies, unless the SOW states clearly which section it changes and that it is signed by both parties for that purpose. Nothing in this agreement obliges the Client to order any Services, or the Provider to accept any SOW, until both parties sign it.
2. Term
2.1 This agreement starts on 1 December 2026 and lasts for 3 years from the effective date, renewing for one year at a time unless a party gives notice, unless it ends earlier under section 14.
2.2 Ending this agreement does not end a SOW that is still running. That SOW, and this agreement as it applies to it, continue until the SOW is completed or ended under section 14.
3. The Provider's services
3.1 The Provider will carry out the Services:
- with reasonable skill and care, and to the standard of a competent provider of similar services;
- with suitably qualified and experienced people;
- in line with each SOW, the schedule in it, and the law that applies; and
- in line with the Client's reasonable written policies on security, safety and conduct that have been given to it, when the Provider works at the Client's premises or on its systems.
3.2 The Provider decides how the Services are performed and who performs them, within the SOW. It will tell the Client promptly of any matter that may affect the schedule, the cost or the quality of the Services.
3.3 The Provider is an independent contractor. It is not the Client's employee, agent or partner, cannot bind the Client, and is responsible for paying, and for the tax, insurance and benefits of, its own people. Nobody in its team becomes the Client's employee because of this agreement.
3.4 The Provider may use subcontractors only with the Client's prior written consent, which is not unreasonably withheld. The Provider stays responsible for their work as if it were its own and will bind them to terms no less protective than those in sections 8, 9 and 10.
3.5 The Provider will not offer or accept bribes or other improper payments, or break any sanctions, export-control or anti-corruption law that applies, in connection with this agreement.
4. The Client's duties
4.1 The Client will give the Provider, on time, the information, access, decisions, approvals and cooperation that the Provider reasonably needs, and will pay the Fees in line with this agreement.
4.2 If a delay by the Client, or a change the Client asks for, affects the schedule or the cost, the Provider will tell the Client promptly, and the parties will agree the effect in writing under section 5. The Provider is not in breach to the extent that its failure comes from the Client's failure to meet its duties.