🇬🇧 England and Wales · Client work
A master services agreement drafted under the law of England and Wales. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
In England and Wales this is usually called a services agreement (also master services agreement or terms of business).
Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
The liability cap is where English law bites most: the Unfair Contract Terms Act 1977 means a cap cannot cover death or personal injury from negligence, and other negligence limits must be reasonable. That is why English MSAs carve those out of the cap.
Liability for death or personal injury caused by negligence cannot be excluded or restricted by a contract term; other negligence liability can be limited only so far as the term is reasonable. Consumer contracts are carved out to the Consumer Rights Act 2015, whose s.31 lists liabilities a trader cannot exclude in contracts for goods.
Source: Unfair Contract Terms Act 1977, s.2Checked 7 October 2026Pending lawyer review
Statutory interest on late payment of commercial debts is set by order under the Late Payment of Commercial Debts (Interest) Act 1998; gov.uk states the rate as 8% plus the Bank of England base rate.
Source: Late Payment of Commercial Debts (Interest) Act 1998, s.6; gov.uk guidanceChecked 7 October 2026Pending lawyer review
A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.
Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review
An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty (such as a deed) has twelve years.
Source: Limitation Act 1980, ss.5 and 8Checked 7 October 2026Pending lawyer review
More on England and Wales: how contracts work in England and Wales.
This agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
In Plain English: if there is a dispute, the law of England and Wales decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
Legal wording · example
Each party's total liability under this agreement shall not exceed the Fees paid in the [12] months before the claim arose, save for liability that cannot be limited by law.
In Plain English
If something goes wrong, the most either side can claim is capped, usually at a year's fees, except for things the law does not let you cap.
How this clause works →Legal wording · example
The Supplier shall indemnify the Client against losses arising from any claim that the Deliverables infringe a third party's intellectual property rights.
In Plain English
If someone sues the client saying your work copied theirs, you cover the client's costs.
How this clause works →Legal wording · example
Invoices are payable within [30] days of receipt. Late sums carry interest at [rate] from the due date until paid.
In Plain English
Invoices are due within the days agreed, and late payments build up interest.
How this clause works →Legal wording · example
Either party may terminate this agreement on [60] days' written notice. Termination does not affect any SOW then in progress unless the notice says so.
In Plain English
Either side can end the relationship with notice; projects already running usually finish.
How this clause works →Legal wording · example
On payment in full, the Supplier assigns to the Client all rights in the Deliverables, excluding the Supplier's pre-existing materials, which are licensed to the Client for use with the Deliverables.
In Plain English
The client owns what you made for them once paid; your own tools and templates stay yours, and the client gets to use them in the work.
How this clause works →Not all. Under UCTA 1977 s.2, liability for death or personal injury caused by negligence cannot be excluded or restricted, and other negligence liability only so far as reasonable.
Between businesses, statutory interest is available under the Late Payment of Commercial Debts (Interest) Act 1998. gov.uk states the rate as 8% plus the Bank of England base rate. A contract can also set its own rate.
Six years from the breach on a simple contract, and twelve if the contract was made as a deed (Limitation Act 1980 ss.5 and 8).
Siblings