Master Services Agreement

2.1 Platform Access

Subject to Client's compliance with this Agreement and payment of Fees, Provider grants Client a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term.

2.2 Scope of Services

The Platform provides:

2.3 Service Modifications

Provider may modify the Platform to add features, improve performance, or address security issues. Provider will use reasonable efforts to notify Client of material changes.

2.4 Service Availability

Provider targets 99.5% uptime measured monthly, excluding:

• Scheduled maintenance (with 24 hours' notice where practicable)
• Emergency maintenance (security patches, critical fixes)
• Factors outside Provider's reasonable control

This is a target, not a guarantee. No service credits are offered for downtime unless agreed in a separate SLA.

3.1 Acceptable Use

Client agrees to:

• Use the Platform only for lawful purposes
• Provide accurate business and contact information
• Maintain security of account credentials
• Ensure Authorised Users comply with this Agreement
• Obtain all necessary consents from end-customers
• Comply with applicable laws (including data protection)

3.2 Prohibited Activities

3.3 Compliance with Laws

Client is solely responsible for:

• Compliance with consumer protection laws
• Tax obligations (VAT registration, reporting, collection)
• Employment and labour laws for staff
• Health and safety regulations
• Licensing requirements for services offered
• Compliance with payment card industry requirements

3.4 End-Customer Relationships

Client acknowledges that:

• Client is the service provider to end-customers
• Client is responsible for service quality and customer satisfaction
• Client handles all refunds, complaints, and disputes with end-customers
• Provider has no direct relationship with end-customers

4.1 Subscription Fees

Client shall pay the subscription fees ("Subscription Fees") for the selected plan as set out in the pricing schedule at registration or as subsequently agreed.

4.2 Transaction Fees

In addition to Subscription Fees, Client may be subject to:

4.3 Payment Terms

• Subscription Fees are billed monthly in advance
• Payment is due on the billing date
• Payments are processed automatically via stored payment method
• All fees are in GBP unless otherwise agreed
• Fees are exclusive of VAT (which will be added where applicable)

4.4 Failed Payments

If payment fails:

1. Provider will notify Client and retry within 3 days
2. After 3 failed attempts, account may be suspended
3. Continued non-payment may result in termination
4. Outstanding amounts accrue interest at 4% above Bank of England base rate

4.5 Price Changes

Provider may change fees with 30 days' written notice. Changes take effect at the next billing cycle. Client may terminate if they do not accept the new fees.

4.6 Refunds

Subscription Fees are non-refundable except:

• Where required by law
• Where Provider materially breaches this Agreement
• As expressly agreed in writing

4.7 Taxes

Client is responsible for all taxes, levies, and duties (except Provider's income tax). If Provider is required to collect taxes, they will be added to invoices.

5.1 Stripe Integration

Payment processing is provided through Stripe. Client must:

• Accept Stripe's terms of service
• Complete Stripe Connect onboarding (for receiving payouts)
• Provide accurate business information to Stripe

5.2 Client's Payment Responsibilities

Client is responsible for:

• Ensuring accurate pricing and service descriptions
• Handling customer payment disputes
• Responding to chargeback requests
• Refunding customers where appropriate

5.3 Chargebacks

Provider will provide reasonable assistance with chargeback evidence from Platform records. Excessive chargebacks may result in account review, requirement for deposits, or suspension.

5.4 Refunds to End-Customers

Client is solely responsible for determining and processing refunds to end-customers. Provider will process refund transactions as instructed by Client through the Platform.

5.5 Commission & Payouts

If Client uses split payment features:

• Provider facilitates transfers to barber/staff Stripe accounts
• Provider is not liable for barber/staff payout disputes
• Client is responsible for accurate commission configuration
• Payout timing is subject to Stripe's terms and cancellation windows

6.1 Provider's IP

Provider retains all rights, title, and interest in:

• The Platform software and technology
• Provider's trademarks, logos, and branding
• Documentation and training materials
• Any improvements or modifications to the above

Client receives only the limited licence granted in Section 2.1.

6.2 Client's IP

Client retains all rights in:

• Client's trademarks, logos, and branding
• Client Data (subject to the licence in 6.3)
• Client's business methods and processes

6.3 Licence to Client Data

Client grants Provider a limited, non-exclusive licence to use Client Data solely for:

• Providing the Services
• Improving and developing the Platform (in anonymised/aggregated form)
• Complying with legal obligations

6.4 Feedback

If Client provides suggestions, ideas, or feedback about the Platform, Provider may use such feedback without restriction or compensation.

7.1 Confidential Information

"Confidential Information" means information disclosed by one party to the other that is:

• Marked as confidential; or
• Reasonably understood to be confidential given its nature

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available (without breach)
• Was known to the recipient before disclosure
• Is independently developed by the recipient
• Is lawfully obtained from a third party

7.3 Obligations

Each party agrees to:

• Protect Confidential Information with reasonable care
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties (except as permitted)
• Disclose only to employees/contractors with a need to know

7.4 Duration

Confidentiality obligations survive termination for 3 years, except for trade secrets (indefinite).

8.1 Roles

8.2 Data Processing Agreement

The Data Processing Agreement ("DPA") attached as Schedule 1 forms part of this Agreement and governs Provider's processing of Customer Data on Client's behalf.

View Data Processing Agreement

8.3 Client's Data Protection Obligations

Client warrants that:

• It has obtained all necessary consents for processing Customer Data
• It has a lawful basis for data collection and sharing with Provider
• It will maintain an appropriate privacy policy
• It will respond to data subject requests (with Provider's assistance)

8.4 Provider's Obligations

Provider will:

• Process Customer Data only as instructed by Client
• Implement appropriate security measures
• Notify Client of data breaches without undue delay
• Assist Client with data subject requests
• Delete or return Customer Data on termination

8.5 Platform Feedback Communications

Client acknowledges and agrees that Provider may, acting as an independent controller, contact end-customers by email following a booking to request feedback about the booking experience or Platform functionality.

9.1 Provider's Security Measures

Provider implements and maintains:

• Encryption in transit (TLS 1.2+) and at rest
• Access controls and authentication
• Regular security updates and patching
• Audit logging and monitoring
• Secure development practices
• Incident response procedures

9.2 Client's Security Responsibilities

Client is responsible for:

• Maintaining secure passwords for Authorised Users
• Not sharing account credentials
• Promptly reporting suspected security incidents
• Ensuring Authorised User devices are secure

9.3 Security Incidents

If Provider becomes aware of a security incident affecting Client Data:

1. Provider will notify Client within 48 hours
2. Provider will investigate and contain the incident
3. Provider will provide reasonable assistance with notifications
4. Provider will document and remediate

10.1 Support Channels

10.2 Response Targets

These are targets, not guarantees. No service credits apply unless agreed in a separate SLA.

10.3 Scope of Support

11.1 Provider Warranties

Provider warrants that:

• The Platform will perform substantially as described in documentation
• Services will be provided with reasonable skill and care
• Provider has the right to provide the Platform

11.2 Client Warranties

Client warrants that:

• It has authority to enter this Agreement
• Information provided is accurate and complete
• It will comply with all applicable laws
• It has necessary rights to Client Data

11.3 Disclaimer

11.4 Specific Technology Disclaimers

Provider is not liable for:

• Booking errors: Including duplicate bookings, lost bookings, or failed booking saves
• Scheduling conflicts: Double-booked time slots, overbooking, or availability display errors
• Notification failures: Emails or SMS that fail to send or are delayed
• Time/date discrepancies: Timezone or daylight saving time issues
• Payment processing issues: Failed payments, delayed refunds, or Stripe errors
• Data entry errors: Incorrect information entered by end-customers or Client staff
• Integration failures: Errors from third-party integrations or APIs
• Concurrent booking conflicts: Race conditions where multiple users book the same slot

Client acknowledges that online booking systems may experience technical issues. Client should maintain manual backup procedures for critical bookings.

12.1 Exclusion of Liability

12.2 Liability Cap

Each party's total liability under this Agreement shall not exceed the greater of:

• The Fees paid by Client in the 12 months preceding the claim; or
• £1,000

12.3 Exceptions

The limitations in 12.1 and 12.2 do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breaches of confidentiality (capped at £50,000)
• Client's payment obligations
• Indemnification obligations
• Wilful misconduct

12.5 Claim Notice Period

Client must notify Provider in writing of any claim within 6 months of becoming aware of the event giving rise to the claim, or Provider shall have no liability.

13.1 Client Indemnity

Client shall indemnify, defend, and hold harmless Provider from claims, damages, losses, and expenses arising from:

13.2 Provider Indemnity

Provider shall indemnify Client from third-party claims that the Platform itself directly infringes UK intellectual property rights, provided that:

• Client notifies Provider in writing within 14 days
• Provider has sole control of the defence
• Client provides reasonable assistance

Provider's indemnity does NOT apply to claims arising from Client Data, Client's customisations, modifications not made by Provider, or use in violation of this Agreement.

13.4 Survival

The indemnification obligations in this Section 13 survive termination for 3 years.

14.1 Term

This Agreement commences on the Effective Date and continues for the initial Subscription Term, then renews automatically for successive periods unless terminated.

14.2 Termination for Convenience

Either party may terminate at the end of a billing period with 30 days' written notice.

14.3 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party materially breaches and fails to cure within 30 days of notice
• The other party becomes insolvent, enters administration, or ceases trading

14.4 Suspension

Provider may suspend Services immediately if:

• Client fails to pay Fees when due
• Client breaches acceptable use provisions
• Required to comply with law or court order
• Necessary to protect Platform security or other users

14.5 Effect of Termination

Upon termination:

• Client's access to the Platform ceases
• Client's outstanding Fees become immediately due
• Provider will delete Client Data within 90 days
• Client may request data export within 30 days of termination
• Provisions that should survive will survive (confidentiality, liability, etc.)

14.6 Data Export

Upon request before or within 30 days after termination, Provider will provide Client with an export of Client Data in a standard format (CSV/JSON).

15.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation. A party must send written notice of the dispute and allow 30 days for resolution.

15.2 Mediation

If negotiation fails, the parties agree to attempt mediation before litigation.

15.3 Governing Law

This Agreement is governed by the laws of England and Wales.

15.4 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over any disputes.