Parties and Effective Date
This Master Services Agreement ("Agreement") is entered into between Ablaze.Digital Inc., a corporation incorporated under the laws of Canada with its principal place of business at [Address] ("Ablaze.Digital" or "Provider"), and the client identified in an executed Statement of Work ("Client"). This Agreement is effective as of the date of the last signature on a Statement of Work referencing this Agreement ("Effective Date").
1. Definitions
- Agreement Documents: this MSA, any executed Statement of Work ("SOW"), Data Processing Addendum ("DPA"), and any mutually executed Change Orders.
- Services: the professional services, deliverables, software, hosting, maintenance, support, integrations, and consulting to be delivered under an SOW.
- Deliverables: work products to be delivered to Client under an SOW.
- Background IP: proprietary tools, frameworks, templates, methodologies, libraries, and code owned by Ablaze.Digital and used in delivering Services.
- Confidential Information: non-public commercial, technical, business, or personal data disclosed by a party, excluding information that becomes public through no fault of recipient.
2. Scope and Order of Precedence
2.1. Services will be provided only as described in applicable SOWs. Each SOW will reference this Agreement and specify scope, deliverables, acceptance criteria, timeline, fees, and personnel.
2.2. Order of precedence: (a) executed SOW; (b) DPA; (c) MSA.
3. Term and Termination
3.1. Term begins on Effective Date and continues until all SOWs have completed, unless earlier terminated.
3.2. Either party may terminate an SOW or this Agreement for material breach if the breach is not cured within 30 days of written notice. Termination for insolvency or bankruptcy is immediate.
3.3. Upon termination, Client pays for Services performed and non-cancellable commitments incurred prior to termination. Provider will deliver a transition plan on request; transition assistance is chargeable unless otherwise stated.
4. Fees, Invoicing, and Payment
4.1. Fees and expenses per SOW. Time and materials rates apply where specified.
4.2. Provider invoices per SOW (milestone or monthly). Payment terms: Net 30 days unless otherwise agreed. Overdue amounts accrues interest at 1.5% per month or the maximum allowed by law.
4.3. Taxes, duties, and similar charges are Client’s responsibility. Client must provide tax-exempt certificates where applicable.
5. Change Control
5.1. Changes to scope, schedule, or price require written Change Order signed by authorized representatives. Provider may suspend performance for non-payment or significant scope changes until Change Order executed.
6. Acceptance and Warranty
6.1. Acceptance Criteria: SOW defines acceptance tests and timing. Client has 10 business days to review deliverables and provide written acceptance or rejection with reasons.
6.2. Warranty: Provider warrants Services will be performed with reasonable skill and care in accordance with professional standards. For 90 days after acceptance, Provider will correct defects at no additional charge where deficiency results from Provider’s breach.
6.3. DISCLAIMERS: EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT FURTHER WARRANTIES.
7. Intellectual Property
7.1. Client Materials: ownership remains with Client. Client grants Provider a license to use Client Materials solely to perform Services.
7.2. Deliverables: subject to full payment, Provider assigns to Client all right, title and interest in and to Deliverables conceived and delivered exclusively for Client, excluding Background IP and third-party components.
7.3. Background IP: Provider retains ownership of Background IP. Provider grants Client a perpetual, non-exclusive, royalty-free license to Background IP contained in Deliverables to the extent necessary to use the Deliverable.
7.4. Third-Party Components: subject to third-party license terms. Client is responsible for additional fees required by third-party licensors.
8. Confidentiality
8.1. Recipient will protect Confidential Information with the same degree of care used to protect its own confidential information, at least reasonable care.
8.2. Permitted disclosures to affiliates, employees, subcontractors, and professional advisors on a need-to-know basis provided they are bound by confidentiality obligations.
8.3. Confidentiality obligations survive termination for five years; trade secrets survive indefinitely.
9. Data Protection and Data Processing Addendum (DPA)
9.1. Parties will comply with the DPA attached as Schedule A when Provider processes personal data on behalf of Client. Provider acts as Processor and Client as Controller where applicable. Processing follows Client’s documented instructions, applicable laws (including GDPR, PIPEDA, CCPA where applicable), and contractual safeguards.
9.2. Provider will implement technical and organizational measures for security, assist with Data Subject Requests, and notify Client of breaches without undue delay.
10. Liability and Insurance
10.1. LIMITATIONS: Except for liability for gross negligence, willful misconduct, breach of confidentiality, or breach of data protection obligations, each party’s aggregate liability for direct damages will not exceed the fees paid by Client for Services under the SOW in the 12 months preceding the claim. Neither party is liable for indirect, special, punitive, or consequential damages.
10.2. Insurance: Provider will maintain professional liability/errors & omissions insurance and cyber/privacy insurance with commercially reasonable limits; certificates available upon request.
11. Indemnities
11.1. Provider will defend and indemnify Client against third-party claims alleging Deliverable infringement of third-party IP, provided Client promptly notifies Provider, cooperates, and allows Provider to control defense and settlement. Remedies may include replacement, modification, or license.
11.2. Client will indemnify Provider for claims arising out of Client Materials, Client’s breach of law, or Client-provided content.
12. Subcontracting and Subprocessors
12.1. Provider may subcontract work to affiliates and subprocessors. Provider remains responsible for subcontractor performance and compliance with this Agreement. Provider will provide a list of subprocessors and notify Client of material changes. Client may have termination rights for objectionable substitutions where required under the DPA.
13. Compliance with Laws
13.1. Parties will comply with applicable laws, including export controls, anti-bribery, privacy, advertising, and labor laws. Client warrants materials provided do not violate laws or third-party rights.
14. Export Controls
14.1. Client will not provide technical data subject to export restrictions without appropriate authorization. Breach permits immediate suspension.
15. Dispute Resolution and Governing Law
15.1. Governing Law: the laws of the province specified in the SOW (default: Alberta, Canada) govern this Agreement.
15.2. Dispute Resolution: Parties will attempt to resolve disputes through negotiation, then mediation, and finally submit to binding arbitration or courts as set out in the SOW.
16. Miscellaneous
16.1. Relationship: parties are independent contractors. No agency or employment relationship created.
16.2. Force Majeure: neither party liable for delays caused by events beyond reasonable control.
16.3. Assignment: neither party may assign without the other’s consent, except to an affiliate or in a corporate transaction.
16.4. Entire Agreement: this Agreement and referenced SOWs, DPAs, and Change Orders constitute the entire agreement.