Supplier: Technophobia Ltd (Company No. 14898332, VAT GB 495 7043 58), 13B Devonshire Road Industrial Estate, Millom, LA18 4JS, United Kingdom. Email: hello@technophobia.uk, Tel: +44 1229 774591.

Customer: The entity named in the SoW.

• Services: the work described in an SoW, including Quick Fix packages and support plans.
• Deliverables: outputs we create (workflows, code, docs, configurations).
• Start Date / Term: as set out in the SoW.

• Each SoW sets the scope, assumptions, timeline, fees, and acceptance steps.
• If there is a conflict, the SoW overrides the MSA for that item.
• Email confirmation may be used for small changes if both sides agree.

• Fees are in GBP and exclude VAT unless stated. VAT is added if due.
• Invoices are due on receipt unless the SoW states terms. Support plans are billed in advance.
• Deposits may be required to reserve delivery slots.
• Late payment: we may charge interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and pause work.

• Material changes (new features, extra integrations, large refactors) are out of scope.
• We will quote for out-of-scope work or handle it via an Automation Fix Day.

• Provide timely access, decisions, and sample data.
• Maintain your third-party accounts (e.g., WordPress, CRMs, Xero, Twilio, Stripe).
• Keep credentials secure and revoke access when no longer needed.
• Check accounting mappings and tax codes with your accountant before posting live data.

• We aim to work in a safe environment first, then deploy to live with your approval.
• We provide a brief handover. You will carry out acceptance checks promptly.
• Timelines move if access, approvals, or third-party services are delayed.

• Your pre-existing IP stays yours. Our pre-existing IP, libraries, and know-how stay ours.
• On full payment, you get a non-exclusive, perpetual licence to use the Deliverables for your business.
• Third-party components remain under their licences.

• Each party will keep the other’s confidential information secret and use it only to deliver the Services.
• Exceptions: information that is public, independently developed, or lawfully received from another source.

• Each party will comply with UK data law.
• When we process personal data for you, our Data Processing Addendum (DPA) applies.
• Our live Sub-processor list names the main providers we use.

• MFA and least-privilege on admin access.
• Encryption in transit, secrets stored outside code, and rotation on change.
• Environment separation, change logs, and rollback plans.
• Backups for hosted components with restore tests.

• We will provide the Services with reasonable skill and care.
• We do not warrant third-party platforms or uninterrupted operation.
• Advice and estimates are guidance.

• Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.
• Otherwise, each party’s total liability arising in any 12-month period is capped at the fees paid or payable in that period.
• No liability for indirect or consequential loss, loss of profit, revenue, or data.

During the Term and for 6 months after, neither party will directly hire the other’s assigned staff without written consent. This does not restrict general recruitment.

• The MSA starts on the first SoW and stays in force while any SoW is active.
• Either party may terminate an SoW for material breach not fixed within 14 days of notice.
• On termination, you pay for work done to date and committed third-party costs.

No party is liable for delays caused by events beyond reasonable control. Affected duties pause while the event continues.

We may use subcontractors. We remain responsible for delivery and for their compliance with relevant terms, including the DPA where applicable.

Notices must be sent by email to the addresses in the SoW (and to hello@technophobia.uk for us). Notices are deemed received on the next business day.

This MSA is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

• Assignment: either party needs consent to assign, except to a group company.
• Severance: if a term is invalid, the rest continue.
• No partnership: nothing creates an agency or partnership.
• Entire agreement: the MSA and SoW are the whole agreement for the Services.
• Order of precedence: SoW → DPA (for data topics) → MSA → other documents.

If you purchase monitoring/support, our SLA applies and the chosen plan will be listed in the SoW.

The DPA forms part of this MSA when we process personal data for you.

Technophobia Ltd · Company No. 14898332 · VAT GB 495 7043 58 · 13B Devonshire Road Industrial Estate, Millom, LA18 4JS, United Kingdom · +44 1229 774591 · hello@technophobia.uk