This Master Services Agreement sets out the terms on which Superfast IT Limited ("Superfast IT") provides IT support, managed services, cyber security services and related technical services to the Client. It is intended to be a clear, modern agreement that protects both parties while reflecting the way Superfast IT actually delivers services, in line with guidance from the National Cyber Security Centre and the requirements of Cyber Essentials Plus and IASME Cyber Assurance.
By entering into an Order Form or Statement of Work, the Client agrees that this Agreement applies to all Services delivered by Superfast IT.
Capitalised terms used in this Agreement have the meanings set out below.
Agreement means this Master Services Agreement together with any Order Form, SOW, Variation, the Client Assurance Pack and any Licence Agreements referenced herein.
Background IP means Superfast IT's tools, methodologies, templates, scripts, dashboards, documentation and other materials created outside the scope of, or independently of, the Services.
Bespoke IP means materials, code, scripts, automations, configurations and other works specifically created by Superfast IT for the Client under the Services.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Client means the organisation receiving the Services, as identified in the Order Form.
Client Assurance Pack means the documentation pack produced by Superfast IT that includes the Responsibility Matrix, Incident Response Plan and associated security documentation, as made available to the Client from time to time.
Confidential Information means all non-public information disclosed by one party to the other, whether labelled confidential or reasonably to be considered confidential because of its nature or the circumstances of disclosure.
Data Protection Legislation means the UK GDPR, the Data Protection Act 2018 and any other applicable data protection or privacy laws in force in the UK.
Deliverables means the specific outputs of Professional Services identified in an SOW.
Fees means the charges payable by the Client for the Services as set out in the relevant Order Form.
Force Majeure Event has the meaning given in clause 20.
Incident means any event that may compromise the confidentiality, integrity or availability of systems or data.
Minor Incident means an Incident that can, in Superfast IT's reasonable opinion, be contained, investigated and remediated within the standard scope of the Superfast IT Support Service, without requiring third-party specialist incident response, external legal counsel, regulatory engagement, or material out-of-scope effort.
Major Incident means any Incident other than a Minor Incident, including (without limitation) any Incident involving confirmed exfiltration of personal data or other sensitive information, ransomware deployment, material business interruption, or notification obligations to a regulator or affected data subjects.
Initial Term means the period commencing on the start date stated in the Order Form and ending on the date specified, or, if no end date is specified, twelve (12) months from the start date.