Navigare Space Ltd · Master Services Agreement
Effective date: [INSERT DATE] Version: 1.0 Document reference: NS-CTS-v1.0
This draft is prepared as a starting point and must be reviewed by a qualified solicitor in England & Wales before use. Particular sections requiring expert legal attention are flagged inline with [SOLICITOR REVIEW: …] comments. These should be removed before publication.
Key areas requiring qualified legal review:
1.1 This Master Services Agreement ("Agreement") is entered into between:
(a) Navigare Space Ltd, a private company limited by shares incorporated in England and Wales (company number [INSERT]), whose registered office is at [INSERT ADDRESS] ("Navigare Space", "we", "us", "our"); and
(b) the customer identified in the Order Form (the "Customer", "you", "your").
1.2 The Agreement is composed of:
(a) these Terms of Service; (b) the Order Form signed or accepted electronically by you, identifying the service plan, pricing, and effective date; (c) the Data Processing Agreement ("DPA") incorporated by reference; (d) the Acceptable Use Policy ("AUP") published at navigarespace.co.uk/aup; (e) the Service Level Agreement ("SLA") at Schedule C; (f) any Industry Schedule applicable to your service plan (Schedule B); and (g) any addenda mutually agreed in writing.
1.3 In the event of any conflict, the order of precedence is: (a) Order Form, (b) DPA, (c) Industry Schedule, (d) SLA, (e) AUP, (f) these Terms of Service.
In this Agreement, the following terms have the meanings set out below:
| Term | Meaning | |---|---| | Authorised User | A natural person who is your employee, contractor, agent, or representative and who is authorised by you to access the Services within the user limit of your Plan. | | Customer Data | All data, content, and information uploaded to, generated within, or processed by the Services on behalf of the Customer. | | Effective Date | The date stated as such in the Order Form, or where no date is stated, the date of first access to the Services. | | Fees | The amounts payable by the Customer for the Services, as set out in the Order Form. | | Industry Schedule | A schedule applicable to a specific vertical solution (e.g. Legal, Estate Agency), set out in Schedule B. | | Plan | The service plan identified on the Order Form (e.g. Salon, Construction, Software House, Galleon Hosting). | | Services | The hosted Odoo-based software services and related support provided by Navigare Space as described in the Order Form. | | Term | The duration of this Agreement, as set out in clause 13. | | Working Day | Monday to Friday, excluding public holidays in England and Wales. |
3.1 What you receive. Subject to the terms of this Agreement, Navigare Space grants you a non-exclusive, non-transferable right to access and use the Services during the Term, for your internal business purposes and within the limits of your Plan.
3.2 Service description. The Services consist of:
(a) a hosted instance of Odoo 19 Community Edition, configured for your selected industry vertical (if applicable); (b) the Cybrosis UK Accounting localisation (chart of accounts, VAT, MTD submission); (c) hosting on infrastructure operated by Navigare Space, including PostgreSQL replication, encrypted off-site backups, SSL/TLS encryption, and a custom domain or subdomain; (d) email support during the Working Day, with response times as set out in the SLA; (e) standard updates and security patches to the underlying Odoo Community Edition; and (f) any additional features specified in the Order Form or applicable Industry Schedule.
3.3 What is not included (and may be ordered separately as Bespoke Services):
(a) custom development of modules, integrations, or reports beyond those in the Plan; (b) migration from prior systems; (c) on-site or bespoke training beyond the standard onboarding session; (d) third-party services, licences, or API consumption charges (e.g. SMS gateway, payment processor fees); and (e) services or features marked "Enterprise Edition" in upstream Odoo documentation, which are not part of the Community Edition.
3.4 Beta features. From time to time we may make features available marked as "beta", "preview", or "experimental". Such features are provided "as is", without any service commitment, and may be modified or withdrawn at any time.
4.1 You are responsible for:
(a) keeping the credentials of your Authorised Users confidential and secure; (b) ensuring your Authorised Users comply with this Agreement and the AUP; (c) any actions taken by anyone accessing the Services using your credentials, whether or not authorised; and (d) notifying us promptly of any actual or suspected unauthorised access.
4.2 You may not exceed the user count set out in the Order Form. If you require additional Authorised Users, you must upgrade to a higher tier or purchase additional capacity at the prevailing rates.
4.3 An Authorised User account may be reassigned within your organisation when an Authorised User leaves your organisation, but accounts may not be shared by two or more concurrent users.
5.1 Fees. You will pay the Fees set out in the Order Form. All Fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
5.2 Billing cycle. Fees are invoiced monthly in advance. The first invoice covers the period from the Effective Date to the end of the calendar month, plus the next full month; subsequent invoices cover one calendar month in advance.
5.3 Payment. Invoices are payable within 14 days of issue by BACS, Direct Debit (via GoCardless), or credit/debit card (via Stripe). Direct Debit is the recommended and default method.
5.4 Late payment. Where any sum is not paid by the due date, we may:
(a) charge interest on the overdue amount at 4% per annum above the Bank of England base rate, calculated daily from the due date until payment in full; (b) recover reasonable debt-recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998; (c) suspend the Services after giving you 7 days' written notice and a reasonable opportunity to cure; and (d) following suspension, if the account remains overdue for 30 days, terminate the Services under clause 13.
5.5 Price changes. We may revise the Fees on no less than 60 days' written notice, with such revisions taking effect from the next billing cycle following the notice period. If you do not accept the revised Fees, you may terminate the Agreement under clause 13 without further liability before the revised Fees take effect.
5.6 Refunds. Fees are non-refundable except where required by law or expressly stated in this Agreement. Where the Services are terminated by you within a billing month, no pro-rated refund is given for the unused portion of that month; the Services remain available until the end of the paid period.
6.1 Where you have signed up for a 14-day free trial:
(a) no Fees are payable during the trial period; (b) no payment card or bank mandate is required to start the trial; (c) the trial may be terminated by either party at any time, for any reason, on notice; (d) at the end of the trial, you may elect to subscribe by accepting an Order Form, after which clause 5 applies; if you do not subscribe, your instance and Customer Data will be retained for 14 days from trial end, after which it will be deleted; (e) the SLA in Schedule C does not apply to trial accounts; and (f) we will, on reasonable request, assist you in exporting your Customer Data before deletion.
7.1 You agree to use the Services lawfully and in accordance with the AUP. You will not, and will not permit any Authorised User to:
(a) reverse engineer, decompile, or attempt to derive source code from any part of the Services (save to the extent permitted by law); (b) resell, sublicense, rent, lease, or otherwise commercially exploit the Services to third parties, except under a separate written agreement with us (such as a Partner Agreement); (c) use the Services to send unsolicited communications, distribute malware, infringe intellectual property rights, or in any manner contrary to applicable law; (d) attempt to gain unauthorised access to any part of the Services or any system or network connected to the Services; (e) probe, scan, or test the vulnerability of the Services without our prior written consent; (f) use the Services to store or process data in any sector that imposes regulatory requirements beyond UK GDPR which we have not expressly agreed to meet (for example, payment card data subject to PCI DSS in scope of cardholder environment, or personal health records subject to NHS Digital DSP Toolkit), unless agreed by separate addendum.
7.2 You are solely responsible for:
(a) the accuracy, quality, and lawfulness of your Customer Data; (b) obtaining all consents, permissions, and lawful bases needed for the processing of personal data within the Services; (c) the compliance of your business operations with all laws and regulations applicable to your sector (we provide tools that support compliance, but we do not provide regulated services such as legal, accounting, or financial advice); (d) backing up data critical to your business in addition to backups provided by us, where you reasonably consider this prudent; and (e) configuration choices you make within the Services.
[SOLICITOR REVIEW: Clause 7.1(f) — confirm scope of regulated-sector exclusions for your business model.]
8.1 Availability. We will use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, subject to the SLA. The SLA sets out service credits available where uptime targets are not met.
8.2 Scheduled maintenance. We may carry out scheduled maintenance, with at least 48 hours' notice where reasonably possible, and outside Working Days where reasonably possible. Time during scheduled maintenance does not count against uptime targets.
8.3 Emergency maintenance. Where security or stability requires immediate intervention, we may carry out emergency maintenance without advance notice. We will notify you as soon as reasonably practicable.
8.4 Support. Email support is available during Working Days, with response targets as set out in your Plan and the SLA. Support covers:
(a) availability and functioning of the Services; (b) bugs and defects in features delivered as part of your Plan; (c) guidance on standard configuration; and (d) reasonable advice on use of the Services.
Support does not cover bespoke development requests, training beyond standard onboarding, or matters arising from third-party systems integrated by you.
8.5 Service changes. We may modify the Services from time to time, provided that no such modification will materially diminish the core functionality of the Services available to you on the Effective Date. We will give reasonable notice of material changes.
9.1 Ownership. As between the parties, you own all rights, title, and interest in and to your Customer Data. We acquire no rights in your Customer Data other than the limited licence set out in clause 9.2.
9.2 Limited licence to us. You grant Navigare Space a non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely for the purpose of providing the Services to you, performing our obligations under this Agreement, and as otherwise expressly permitted under the DPA.
9.3 Data protection. Where we process personal data on your behalf, we do so as data processor under the UK General Data Protection Regulation and the Data Protection Act 2018. The DPA forms part of this Agreement and sets out:
(a) the subject matter, duration, nature, and purpose of processing; (b) categories of data subjects and personal data; (c) our obligations as processor; (d) our use of sub-processors (a current list of which is published at navigarespace.co.uk/subprocessors); (e) international data transfers (none take place by default; Customer Data is stored in the United Kingdom); and (f) security measures.
9.4 Data residency. Customer Data, including backups, is stored within the United Kingdom. We will not transfer Customer Data outside the UK without your prior written consent or unless required by law, and where any such transfer is permitted, it will be made subject to appropriate safeguards under the UK GDPR.
9.5 Security. We will implement and maintain technical and organisational measures appropriate to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Current measures include encryption in transit (TLS 1.3) and at rest, access controls, audit logging, hot-failover replication, hourly backups, and 90-day backup retention.
9.6 Personal data breach. We will notify you without undue delay (and in any event within 48 hours of becoming aware) of any personal data breach affecting your Customer Data, and will cooperate with you in meeting your notification obligations to data subjects and the Information Commissioner's Office.
9.7 Data portability & deletion. Throughout the Term, you may export your Customer Data in standard formats. Following termination, clause 14 applies.
[SOLICITOR REVIEW: Clause 9 should be read alongside the DPA, which must be drafted to comply with UK GDPR Article 28. Ensure sub-processor list and international transfer safeguards are accurate at execution.]
10.1 Our property. All intellectual property rights in the Services (excluding the Odoo Community Edition codebase, which is governed by the GNU LGPL v3 licence), including any improvements, vertical configurations, and bespoke modules developed by us, belong to Navigare Space (or its licensors).
10.2 Your property. All intellectual property rights in your Customer Data, your branding, and any content you upload to the Services remain yours.
10.3 Bespoke development. Where you commission bespoke development from us under a separate Statement of Work, intellectual property in the developed work is allocated as set out in that Statement of Work; in the absence of express agreement, we retain ownership and grant you a perpetual, non-exclusive, royalty-free licence to use the developed work as part of the Services for as long as you remain a customer.
10.4 Feedback. Any suggestions, feedback, or feature requests you provide to us may be used by us without obligation or compensation.
10.5 Indemnity by us. We will defend you against any third-party claim that the Services, as used in accordance with this Agreement, infringe a third party's intellectual property rights, provided that you notify us promptly, give us sole control of the defence, and provide reasonable cooperation. Our total liability under this indemnity is subject to the limitation in clause 11.
[SOLICITOR REVIEW: This is the most critical clause for our protection. Caps and exclusions must be reviewed against the Unfair Contract Terms Act 1977 and (where the customer is a consumer) the Consumer Rights Act 2015. Adjust thresholds based on company financial position and insurance cover.]
11.1 Liability not excluded. Nothing in this Agreement limits or excludes either party's liability for:
(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded under English law.
11.2 Excluded losses. Subject to clause 11.1, neither party is liable, whether in contract, tort (including negligence), or otherwise, for any:
(a) loss of profits; (b) loss of business or business opportunity; (c) loss of revenue, sales, or anticipated savings; (d) loss of, or damage to, goodwill or reputation; (e) loss of, or corruption of, data (except as expressly set out in clause 11.4); or (f) indirect, special, or consequential losses.
11.3 Cap on direct liability. Subject to clauses 11.1 and 11.4, each party's total aggregate liability arising under or in connection with this Agreement, whether in contract, tort, or otherwise, in any 12-month period is limited to the greater of:
(a) the Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the liability; or (b) £5,000.
11.4 Data loss. Where we are liable for loss or corruption of Customer Data caused by our breach, our liability is limited to the reasonable cost of restoring such data from the most recent available backup. We do not warrant that all data can be restored from backup at the point in time you would prefer; the SLA sets out our backup commitments.
11.5 Customer's responsibility. You acknowledge that:
(a) the Services provide tools to support your business operations but do not constitute professional advice (legal, accounting, financial, medical, or otherwise); (b) you are responsible for verifying outputs of the Services before relying on them for regulatory filings or business-critical decisions; and (c) you are responsible for maintaining suitable business insurance.
12.1 Each party (the "Receiver") will:
(a) keep confidential all information disclosed by the other party (the "Discloser") that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"); (b) use such Confidential Information only for purposes of this Agreement; (c) disclose it only to its personnel, professional advisers, and (in our case) sub-processors who are bound by equivalent obligations of confidentiality, and who need to know it for those purposes; and (d) protect it with the same degree of care as it uses to protect its own confidential information, and in no event less than reasonable care.
12.2 The obligations in clause 12.1 do not apply to information that:
(a) was already in the lawful possession of the Receiver without obligation of confidence; (b) is or becomes public through no fault of the Receiver; (c) was independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order (with notice to the Discloser where lawful).
12.3 Customer Data is your Confidential Information and is also subject to clause 9.
13.1 Term. This Agreement begins on the Effective Date and continues on a rolling monthly basis until terminated by either party in accordance with this clause.
13.2 Termination for convenience. Either party may terminate this Agreement for convenience by giving 30 days' written notice to the other. Termination takes effect at the end of the next billing period following the notice period, and Fees remain payable in full for that period.
13.3 Termination by us for cause. We may terminate this Agreement on written notice with immediate effect if:
(a) you commit a material breach of this Agreement and (where capable of remedy) fail to remedy it within 30 days of written notice; (b) you fail to pay any undisputed Fees within 30 days of written demand; (c) you become insolvent, enter administration, propose a voluntary arrangement with creditors, or cease (or threaten to cease) trading; or (d) your use of the Services materially threatens the security, stability, or lawfulness of our wider service operations.
13.4 Termination by you for cause. You may terminate this Agreement on written notice with immediate effect if:
(a) we commit a material breach of this Agreement and fail to remedy it within 30 days of written notice; or (b) we become insolvent or cease (or threaten to cease) trading.
13.5 Effect of termination. On termination:
(a) your right to access the Services ceases at the end of the notice period (or immediately, in the case of termination for cause); (b) any Fees accrued up to the termination date remain payable; (c) clause 14 (Data Portability After Termination) applies; and (d) clauses which by their nature should survive (including 9.4, 10, 11, 12, 14, 16, and 18) will continue in effect.
14.1 We will retain your Customer Data for 30 days following the effective date of termination, during which time:
(a) you may request a full export of your data, provided at no charge; (b) export will be provided in standard formats (typically SQL dump of the PostgreSQL database, filestore as a tar archive, and selected tabular data as CSV); and (c) where the export requires more than 4 hours of engineering time, we may charge for the additional time at our standard hourly rate, but only with your prior agreement.
14.2 After the 30-day retention period, your Customer Data will be permanently deleted from our active systems within 7 days, and from our backup systems in line with our backup retention policy (currently up to 90 days from the last backup).
14.3 We will provide written confirmation of deletion on request.
15.1 Bespoke services (such as custom development, migration, training, and integration builds) are provided under separate Statements of Work referencing this Agreement.
15.2 Unless otherwise agreed:
(a) bespoke services are charged on a time-and-materials basis at the prevailing hourly rate or as a fixed-fee per project; (b) deliverables of bespoke development are subject to clause 10.3; (c) timelines are estimates and not guaranteed; and (d) you are responsible for providing prompt access to systems, data, and decision-makers as needed.
16.1 Notices. Notices under this Agreement must be in writing and sent:
(a) to Navigare Space at [email protected] and to our registered office; and (b) to the Customer at the email and postal address recorded in the Order Form.
A notice is deemed received: (i) if delivered by hand, at the time of delivery; (ii) if sent by first-class post, on the second Working Day after posting; (iii) if sent by email, at the time of transmission, provided no bounce-back is received.
16.2 Assignment. You may not assign or transfer this Agreement without our prior written consent (not to be unreasonably withheld). We may assign this Agreement to a successor entity on a sale of substantially all our business or assets, on notice to you.
16.3 Variation. Any variation of this Agreement must be in writing and signed by both parties. The AUP and the SLA may be updated by us from time to time on reasonable notice; if any such update materially diminishes your rights, you may terminate under clause 13.
16.4 Waiver. No failure or delay by either party to enforce any right under this Agreement is a waiver of that right.
16.5 Severance. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed and the remainder of the Agreement will continue in full force.
16.6 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events outside its reasonable control, including acts of God, war, terrorism, pandemic, government action, internet or telecommunications outage attributable to a third party, or industrial action. The affected party must promptly notify the other and use reasonable endeavours to resume performance.
16.7 Third party rights. No one other than a party to this Agreement may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
16.8 Entire agreement. This Agreement (including its schedules and incorporated documents) constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, or warranty (whether made innocently or negligently) not set out in this Agreement.
17.1 Each party will comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and with the Modern Slavery Act 2015. Each party will maintain reasonable policies and procedures to ensure such compliance.
18.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.
18.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under or in connection with this Agreement.
18.3 Before commencing court proceedings, the parties will use reasonable endeavours to resolve any dispute through good-faith discussions between senior representatives, save where urgent injunctive relief is required.
| Field | Detail | |---|---| | Customer legal name | | | Companies House number (if applicable) | | | Registered address | | | Billing email | | | Technical contact email | | | Plan name | (e.g. Salon, Construction, Software House, Galleon Hosting) | | Effective date | | | Monthly Fee (excluding VAT) | £ | | Additional users (if any) | | | Bespoke services (if any) | | | Payment method | Direct Debit / BACS / Card | | Industry Schedule applicable | (e.g. Schedule B-Legal, Schedule B-Accountancy) |
The Order Form must be signed (electronically or by hand) by an authorised signatory of the Customer.
Industry-specific addenda apply where the Customer's Plan is a vertical solution. These set out additional terms relevant to compliance and regulatory context in each industry. The applicable Industry Schedule, if any, is identified on the Order Form.
Where the Customer is a regulated legal practice:
(a) the Customer remains responsible for compliance with the SRA Standards and Regulations (or equivalent regulator), including the SRA Accounts Rules; (b) we provide tools (matter management, trust ledger features, audit trails) that support such compliance but do not constitute regulated services; and (c) the Customer acknowledges that backup and audit-trail features are configured by default, and changes to these defaults are made at the Customer's risk.
Where the Customer is a regulated accounting practice:
(a) the Customer remains responsible for compliance with ICAEW, ACCA, AAT, or other applicable professional body rules, and with HMRC's MTD requirements; (b) we provide MTD VAT submission tools (and ITSA submission tools as they become available), but it is the Customer's responsibility to verify outputs before submission; and (c) AML/KYC features assist with but do not replace the Customer's own AML compliance obligations.
Where the Customer is engaged in property sales or lettings:
(a) the Customer remains responsible for compliance with the Estate Agents Act 1979, AML obligations, and any applicable redress scheme (TPO, PRS) and client money protection scheme; (b) listing syndication to portals (e.g. Rightmove, Zoopla) is subject to the Customer maintaining its own membership of those portals and complying with their terms; and (c) chain-progression and AML/KYC features are tools to assist the Customer and do not replace the Customer's own due-diligence obligations.
Where the Customer is a construction or trade contractor:
(a) the Customer remains responsible for CIS compliance, HMRC submissions, Health & Safety obligations (including HSE/RIDDOR reporting), and contractual compliance under JCT/NEC or similar contracts; (b) CIS deduction calculations are made by the software based on inputs provided by the Customer; the Customer is responsible for the accuracy of such inputs and submissions; and (c) RAMS, snagging, and incident-logging features are tools to assist with documentary compliance, and do not replace the Customer's substantive duties.
Where the Customer is a software house or IT services firm using the Flagship Plan:
(a) the Customer may grant access to its own clients via the client portal feature, provided that such access is granted only for the purpose of viewing project artefacts relevant to that client; and (b) the Customer is solely responsible for the legal relationship between itself and its own clients, including service-level commitments made by the Customer to those clients.
For Plans other than the above, additional industry-specific terms (if any) are set out in the applicable Industry Schedule at navigarespace.co.uk/legal/industry-schedules, or in the Order Form.
| Plan tier | Monthly uptime target | |---|---| | Industry packages & Galleon Hosting | 99.95% | | Brigantine Hosting | 99.9% | | Cutter Hosting | 99.5% | | Skiff Hosting | No SLA; reasonable endeavours only | | Free trials | No SLA |
Uptime is calculated as: (Total minutes in month − Downtime minutes) / Total minutes in month, where Downtime excludes:
(a) scheduled maintenance with at least 48 hours' notice; (b) emergency maintenance reasonably required; (c) outages caused by the Customer or by third-party services beyond our reasonable control (including upstream telecommunications, Customer's internet, or third-party APIs); (d) force majeure events; and (e) suspension under clause 5.4 or termination.
Where the monthly uptime falls below the target, the Customer may claim service credits by emailing [email protected] within 30 days of month-end:
| Monthly uptime achieved | Service credit | |---|---| | Between 99.0% and the target | 5% of the monthly Fee for that month | | Between 95.0% and 99.0% | 15% of the monthly Fee for that month | | Below 95.0% | 30% of the monthly Fee for that month |
Service credits are issued against the next monthly invoice. The maximum total credits in any month are capped at 50% of that month's Fee. Service credits are the Customer's sole and exclusive remedy for SLA breaches, save in cases of material or persistent breach giving rise to a right of termination under clause 13.4.
| Plan tier | Initial response target (Working Days) | |---|---| | Industry packages (premium tier) | Within 4 working hours | | Industry packages (standard tier) | Within 1 Working Day | | Galleon Hosting | 24/7, within 1 hour for priority issues | | Brigantine Hosting | Within 1 hour during Working Days | | Cutter Hosting | Within 4 working hours | | Skiff Hosting | Within 1 Working Day |
| Plan tier | Backup frequency | Retention | |---|---|---| | Industry packages, Brigantine, Galleon | Hourly + continuous WAL | 90 days | | Cutter | Hourly | 90 days | | Skiff | Daily | 30 days |
Backups are encrypted, stored off-site within the United Kingdom, and tested for restorability on a routine basis.
[END OF MASTER SERVICES AGREEMENT]
Document prepared for review by qualified solicitor before publication. Not legal advice.
← All legal documents