This Master Services Agreement ("Agreement") sets out the commercial and operational terms that apply when Motivation Digital Ltd (trading as Motivation) provides paid services to a client organisation or business customer. It supplements any specific Statement of Work, order form, or written quotation and prevails over conflicting terms in those documents unless explicitly agreed otherwise in writing.
This Agreement takes effect on the earlier of (a) the date the Customer signs an SoW or order, or (b) the date the Customer first uses the Services. We may revise this Agreement on 30 days' written notice. The "Updated" date in the page header reflects the most recent revision. Continued use of the Services after the effective date of changes constitutes acceptance.
Motivation will provide the Services described in the applicable SoW or order. We will perform the Services with reasonable care and skill and using suitably qualified personnel. We may modify, enhance, or substitute features of the Services from time to time, provided no such change materially reduces the functionality the Customer has paid for during the current term.
Where the SoW provides for deliverables subject to acceptance testing, the Customer will conduct testing within the period stated in the SoW (default: 10 working days from delivery) and either (i) accept the deliverable in writing, or (ii) provide a written list of deficiencies. We will remedy notified deficiencies and re-submit. Acceptance is deemed if the Customer does not respond within the testing period or commences live use of the deliverable.
The Customer agrees to:
Fees are as stated in the applicable SoW or order. Unless agreed otherwise:
All intellectual property in materials, deliverables, content, and software created or supplied by Motivation remains our property unless explicitly transferred in writing as part of an SoW. We grant the Customer a non-exclusive, non-transferable, worldwide licence to use deliverables for the purpose stated in the engagement for the duration of the Agreement.
The Customer retains ownership of all materials, data, and content it provides to us and grants us a limited licence to use that material solely for the purpose of delivering the Services.
Where the Customer or its end users submit suggestions, ideas, or feedback ("Feedback"), the Customer grants us a perpetual, royalty-free, irrevocable licence to use that Feedback to improve our products and services without restriction or payment.
Each party will keep confidential all Confidential Information received from the other and use it only to perform its obligations under this Agreement. The receiving party will protect Confidential Information using at least the same degree of care it uses for its own confidential information and no less than reasonable care.
Confidentiality obligations survive termination for three years. They do not apply to information that is publicly available, already known to the receiving party without obligation of confidentiality, independently developed, or required to be disclosed by law (in which case the receiving party will give reasonable advance notice where lawful).
Where Motivation processes Personal Data on behalf of the Customer, both parties will comply with applicable data protection law including the UK GDPR. The detail of how we process personal data — including sub-processors, international transfers, and security measures — is set out in the Privacy Policy and Data Processors directory, which together form our standard data processing addendum.
Where the Customer requires a separate signed Data Processing Agreement (DPA), we will provide our standard DPA on request. Our standard DPA incorporates the UK ICO and EU Commission Standard Contractual Clauses by reference.
Standard support is provided via the contact channels described in the SoW or, if not specified, by the contact form on this site, during UK business hours (Monday to Friday, 09:00 to 17:00 UK time, excluding public holidays).
Where an SoW specifies service-level commitments (such as uptime targets or response times), those commitments take precedence over this section. Standard remedies for service-level breaches are limited to service credits as described in the relevant SoW; service credits are the Customer's sole and exclusive remedy for such breaches.
Change management. Changes to the agreed scope, deliverables, or timeline of an SoW require a written change request signed by both parties. Either party may propose changes; we will provide an impact assessment (cost, schedule, scope) within 5 working days, and no change is binding until both parties have signed.
We may engage subcontractors and sub-processors to perform parts of the Services, provided they are bound by confidentiality and data protection terms no less protective than those in this Agreement. We remain responsible for their performance. Our current data sub-processors are listed in the Data Processors directory.
Where required by the Customer's regulatory obligations or by an applicable Data Processing Agreement, we will, on at least 30 days' written notice and no more than once in any 12-month period, allow the Customer (or an independent third-party auditor approved by us) to audit our compliance with this Agreement. Audits are conducted during normal business hours, at the Customer's expense, and subject to confidentiality obligations. We may satisfy audit requests by providing evidence of independent attestations, certifications, or audit reports (such as ISO 27001 or SOC 2) where available.
Motivation Digital Ltd maintains commercial insurance appropriate to the nature and scale of the Services, including professional indemnity and public liability cover. Certificates of insurance are available on written request to the Customer's procurement or compliance function.
Motivation warrants that the Services will be performed with reasonable care and skill and substantially in accordance with the relevant SoW. Other than this express warranty, the Services are provided on an "as is" basis.
Neither party excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited.
Subject to that, our aggregate liability under this Agreement for any claims in any 12-month period is limited to the total fees paid by the Customer to us in that same period. Neither party is liable for indirect, consequential, special, or punitive damages or for loss of profits, revenue, data, goodwill, or business opportunity.
Each party will indemnify the other against third-party claims arising from its breach of this Agreement, infringement of third-party intellectual property rights, or violation of applicable law, subject to the indemnified party giving prompt notice and reasonable cooperation.
Both parties will comply with the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, and equivalent anti-corruption laws in the jurisdictions where the Services are delivered. Neither party will offer, give, or accept any bribe, kickback, or other improper benefit in connection with this Agreement.
Motivation Digital Ltd complies with the UK Modern Slavery Act 2015. We do not tolerate forced labour, child labour, or human trafficking in our operations or supply chain. Where required by statutory turnover thresholds, we publish an annual modern slavery statement. The Customer warrants the same standard for its own operations and any sub-processors it engages in connection with the Services.
Both parties will comply with applicable economic-sanctions and export-control regimes (including UK OFSI, EU, and US OFAC sanctions lists) when delivering or receiving the Services.
Either party may terminate this Agreement with 30 days' written notice unless an SoW specifies otherwise. Either party may terminate immediately on written notice if the other party:
On termination, the Customer must pay all undisputed fees due up to the date of termination. Provisions of this Agreement that by their nature should survive termination — including intellectual property, confidentiality, data protection, audit rights, anti-bribery, liability limitations, and dispute resolution — survive.
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet or utility outages, pandemics, or strikes affecting third parties. The affected party will give prompt notice and use reasonable efforts to resume performance.
This Agreement is governed by the laws of England and Wales. Before commencing legal action, both parties agree to attempt resolution through good-faith negotiation between senior representatives for at least 30 days. If the dispute remains unresolved, it is subject to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
For questions about this Master Services Agreement or to request a signed counterpart, please use our contact form.