Master Services Agreement

1. Introduction & Definitions

These Terms of Service ("Terms") govern the provision of IT consulting, Microsoft 365 security, and device management services by MS PRO ("Service Provider", "We", "Us") to the entity or individual purchasing our services ("Client", "You").

By engaging with our services, you agree to be bound by these Terms.

• "Services" refers to the specific work described in the Statement of Work (SoW), Proposal, or Service Description (e.g., Intune Setup, Security Audit).
• "Deliverables" refers to the configurations, reports, and documentation provided by MS PRO.

2. Scope of Services

2.1. Service Inclusions

We will perform the Services with reasonable skill and care, in accordance with UK industry standards for Microsoft 365 Consultants.

2.2. Service Exclusions

Unless explicitly stated in a Quote or Statement of Work, our Services do not include:

• Procurement of hardware or software licenses (unless resold by us separately).
• Physical repair of hardware.
• Remediation of pre-existing cybersecurity breaches (unless part of a specific incident response package).
• Liability for third-party service interruptions (e.g., Microsoft Azure or 365 outages).

2.3. Independence

MS PRO is an independent consultancy and is not an agent or employee of Microsoft Corporation. We are not responsible for changes made by Microsoft to their platform, pricing, or feature sets.

3. Client Responsibilities

To ensure the success of the project, You agree to:

• 3.1. Access: Provide MS PRO with the necessary administrative access (Global Admin, Intune Admin) to your Microsoft 365 tenant.
• 3.2. Licensing: Ensure you hold valid, sufficient Microsoft licenses (e.g., Business Premium, E3/E5) for all users and devices. MS PRO is not liable for service failures caused by unlicensed software.
• 3.3. Backups: Maintain independent backups of your data. While we configure retention policies, MS PRO is not a data backup provider and accepts no liability for data loss.

4. Fees, Invoicing & Payment

• 4.1. Payment Terms: Invoices are issued upon acceptance of a Quote or at the beginning of a recurring billing cycle. Payment is due within 14 days of the invoice date.
• 4.2. Late Payment: We reserve the right to charge interest on overdue amounts at a rate of 4% above the Bank of England base rate.
• 4.3. Suspension of Service: If an invoice remains unpaid for more than 14 days past the due date, MS PRO reserves the right to suspend services (including access to managed portals or support) until payment is received in full.

5. Intellectual Property (IP)

• 5.1. Client IP: You retain full ownership of your data and files stored within your Microsoft 365 environment.
• 5.2. MS PRO IP: We retain ownership of all proprietary scripts, configuration baselines, documentation templates, and methodologies used to deliver the Services. You are granted a perpetual, non-exclusive license to use these configurations for your internal business, but you may not resell or distribute them.

6. Confidentiality & Data Protection (GDPR)

• 6.1. Both parties agree to keep confidential all non-public information received from the other party.
• 6.2. Data Processing: MS PRO acts as a Data Processor under the UK GDPR. We will only access your data to perform the agreed Services. We do not sell or market your data.
• 6.3. We may use sub-processors (e.g., Microsoft, specific security vendors) to deliver the Services, provided they adhere to similar confidentiality standards.

7. Limitation of Liability

8. Termination

• 8.1. For Project Work: Either party may terminate the agreement if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• 8.2. For Managed Services: Either party may terminate a recurring service agreement by giving 30 days' written notice.

9. General

• 9.1. Force Majeure: We are not liable for delays caused by events outside our control (e.g., internet failure, Microsoft platform outages, acts of God).
• 9.2. Jurisdiction: These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.