ClyOps Master Services Agreement (UK)

Version 1.0 — effective on acceptance at checkout.

This Master Services Agreement ("MSA") is between ClyOps Group Ltd ("ClyOps", "we", "us") and the client identified at Stripe Checkout ("Client", "you"). It governs all services provided by ClyOps.

1. Scope of Services

ClyOps will deliver the services specified in the tier the Client selected at checkout (Starter, Growth, or Scale), including:

• One-time website build as described in the tier's bullet list
• Recurring monthly platform, hosting (if opted), and infrastructure subscriptions
• Edit sessions as per the tier's inclusion (1/month for Starter & Growth, 2/month for Scale)
• Support response times aligned with the tier's SLA (Starter 99% uptime / 4h response; Growth 99.5% / 2h; Scale 99.9% / 1h — UK business hours)

Work outside this scope is quoted separately before commencement.

2. Payment Terms

• One-time build fee + first month's subscription charged at checkout via Stripe
• Subscription auto-renews monthly until Client cancels
• All prices in GBP; VAT added where applicable
• Failed payments: Stripe Smart Retries (days 1, 3, 5, 7). After day 8, escalation email. After day 22, site suspended. After day 37, site taken down (data retained 90 days)

3. Cancellation

• Monthly subscription: cancel anytime from Stripe Customer Portal. No refund on current billing period. Site stays live until period ends, after which subdomain is released or custom domain transferred to Client.
• One-time build fee: full refund if cancelled before kickoff call (within 14 days of payment). Pro-rated refund within 14 days of payment if cancelled after kickoff, based on work completed (UK Consumer Contracts Regulations 2013). No refund after 14 days.

4. Intellectual Property

• Client retains ownership of all content, branding, and trademarks they supply
• ClyOps retains ownership of the underlying codebase patterns, section library, and generator
• Client receives a perpetual non-transferable licence to use the delivered site
• Client may export the full codebase at any time (self-host option preserved regardless of managed hosting selection)

5. Confidentiality

Both parties agree to keep confidential information confidential, including business strategy, customer lists, financial information, and unpublished content. This obligation survives termination.

6. Subcontractors

ClyOps may engage subcontractors, agents, or team members to deliver services. All such parties are bound by equivalent confidentiality and data-protection terms. By accepting this MSA, Client consents to this arrangement.

7. Data Protection

ClyOps is a data processor under UK GDPR for personal data collected through Client's site. ClyOps will:

• Process data only on Client's documented instructions
• Ensure subcontractors are bound by equivalent terms
• Notify Client of data breaches without undue delay
• Assist Client with data-subject rights requests

8. Limitation of Liability

• ClyOps' aggregate liability for any claim is limited to fees paid by Client in the 12 months preceding the claim
• Neither party is liable for indirect, consequential, or special damages
• Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by UK law

9. Governing Law

This MSA is governed by the laws of England & Wales. Disputes are subject to the exclusive jurisdiction of the courts of England & Wales.

Before formal proceedings, both parties agree to attempt resolution through good-faith discussion.

10. Acceptance

By ticking "I have read and agree to the ClyOps Master Services Agreement and Privacy Policy" at Stripe Checkout, Client agrees to be bound by this MSA. Acceptance timestamp, IP address, and User-Agent are logged as evidence of agreement (Gap 44).

ClyOps Group Ltd · rajiv@clyops.com · https://clyops.com