Master Services Agreement (MSA)
MASTER SERVICES AGREEMENT
BETWEEN:
[CLIENT LEGAL NAME] (ABN/ACN: [CLIENT ABN/ACN])
of [CLIENT ADDRESS]
("Client")
AND:
Panther & Cub Pty Ltd (ABN: [YOUR ABN])
of Sydney, NSW, Australia
("Service Provider" or "Panther & Cub")
EFFECTIVE DATE: [DATE]
1. PURPOSE AND SCOPE
This Master Services Agreement ("Agreement") establishes the general terms and conditions under which Panther & Cub will provide services to Client. Specific services, deliverables, timelines, and fees for each project will be detailed in separate Statements of Work ("SOW") that reference this Agreement.
2. SERVICES
2.1 Service Categories
Panther & Cub may provide the following categories of services as detailed in individual SOWs:
- Marketing Services: Paid advertising management, digital marketing, email marketing, SEO, content strategy, and social media management
- Development Services: Custom websites, web applications, Shopify themes and apps, API integrations, and performance optimization
- E-Commerce Services: Platform migrations, Shopify POS setup, analytics configuration, and workflow automations
- Creative Services: Photography, videography, ad creative, and product content
- Infrastructure Services: Managed hosting, email hosting, technical support, and server management
- Consultation Services: Audits, strategy planning, technical guidance, and account management
2.2 Statements of Work
Each project will be governed by a SOW that includes:
a) Detailed scope and deliverables
b) Timeline and milestones
c) Fees and payment schedule
d) Client responsibilities
e) Success criteria
Each SOW, when signed by both parties, becomes part of this Agreement. In the event of any conflict between this Agreement and a SOW, the SOW will control with respect to that specific project.
3. PAYMENT TERMS
3.1 Fees
Client agrees to pay Service Provider the fees specified in each SOW. Unless otherwise stated, all fees are quoted in:
- Australian Dollars (AUD) for Australian clients
- United States Dollars (USD) for international clients
3.2 Payment Schedule
Unless otherwise specified in a SOW, payment terms are:
a) Project-Based Work:
- 30% deposit upon SOW execution
- 40% at agreed mid-point milestone
- 30% upon completion
OR for larger projects:
- 25% at kickoff
- 25% at 25% completion
- 25% at 75% completion
- 25% upon completion
b) Retainer Work:
- Monthly in advance
- Due on the 1st day of each month
- Net 7 days
3.3 Invoice Terms
All invoices are due within seven (7) days of invoice date ("Net 7") unless otherwise specified. Payments may be made by:
- Bank transfer (preferred for Australian clients)
- Credit/debit card via Stripe
- PayPal (international clients)
- Wire transfer (for large invoices)
3.4 Late Payment
Invoices not paid within the specified period will incur:
a) Interest at the rate of 2% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance
b) Possible suspension of services until payment is received
c) Client responsibility for all collection costs, including reasonable legal fees
3.5 Expenses
Unless included in the SOW, Client will reimburse Service Provider for pre-approved out-of-pocket expenses including travel, stock photography, paid tools, third-party services, and materials. Expenses will be invoiced with reasonable documentation.
3.6 Taxes
All fees are exclusive of applicable taxes. Client is responsible for all sales, use, GST, VAT, and similar taxes (excluding taxes on Service Provider's income).
4. INTELLECTUAL PROPERTY
4.1 Ownership of Deliverables
Upon receipt of full payment for a project, all intellectual property rights in custom work created specifically for Client ("Deliverables") transfer to Client. This includes:
- Custom code, themes, and development work
- Photography, video, and design files
- Written content and documentation
- Custom graphics and creative assets
4.2 Pre-Existing Materials
Service Provider retains all rights to:
a) Pre-existing intellectual property, tools, frameworks, and methodologies
b) General knowledge, skills, and experience gained during the engagement
c) Work created for other clients
Client receives a license to use any pre-existing materials incorporated into Deliverables for their intended purpose.
4.3 Third-Party Accounts
For services involving advertising or marketing platforms:
a) All ad accounts, audiences, and data are created under Client's business entity
b) Client owns all account data and historical performance
c) Service Provider serves as administrator, not owner
d) Upon termination, Service Provider will transfer or remove admin access as requested
4.4 Portfolio Rights
Service Provider may request permission to feature the work in its portfolio, case studies, or marketing materials. This is always opt-in and requires Client's explicit approval. Client may:
- Approve full use (visuals, metrics, testimonials)
- Approve limited use (visuals only, no metrics)
- Request anonymity (showcase work without naming Client)
- Decline entirely
Portfolio usage rights may be revoked by Client at any time.
4.5 Open Source
If open-source code is incorporated into Deliverables, Client agrees to comply with applicable open-source licenses.
5. CLIENT RESPONSIBILITIES
5.1 Access and Materials
Client will provide:
a) Timely access to necessary systems, platforms, and accounts (with admin-level permissions)
b) Brand assets (logos, fonts, color codes, style guides)
c) Content, copy, images, and other materials required for deliverables
d) Historical data, analytics, and performance information
e) Third-party credentials and API keys as needed
5.2 Feedback and Approvals
Client agrees to:
a) Attend scheduled meetings and check-ins
b) Provide consolidated feedback within agreed review windows (typically 48-72 hours for time-sensitive items)
c) Approve milestones and deliverables promptly
d) Designate a single point of contact with decision-making authority
e) Notify Service Provider promptly of any business changes affecting the project
5.3 Delays
Timelines are contingent upon Client meeting responsibilities outlined in each SOW. Delays caused by Client may result in timeline extensions and potential additional fees for extended project duration.
6. DELIVERABLES AND SUPPORT
6.1 Quality Standards
All deliverables will meet professional industry standards including:
- Testing and quality assurance
- Cross-browser/device compatibility (for web projects)
- Performance optimization
- Security best practices
- Documentation
6.2 Post-Launch Support
Unless otherwise specified in a SOW, all project-based work includes thirty (30) days of post-launch support for:
a) Bug fixes and error resolution
b) Performance monitoring
c) Documentation clarification
d) Training and handoff
Support excludes new features, scope additions, and issues caused by Client modifications or third-party actions.
6.3 Revisions
Unless otherwise specified in a SOW, each milestone includes two to three (2-3) rounds of revisions. Additional revisions beyond this allowance may be provided at Service Provider's standard hourly rate or as a change order.
7. CHANGE ORDERS
7.1 Scope Changes
Changes to a SOW must be documented in writing and approved by both parties. Changes will be categorized as:
a) Small changes (< 2 hours): Noted and handled, reconciled at project end
b) Medium changes (2-10 hours): Quoted with impact assessment, requires approval before proceeding
c) Large changes (10+ hours): Formal change order with updated scope, timeline, and pricing
7.2 Rush Work
Work requested with compressed timelines (50%+ faster than standard) qualifies as rush work and carries a fifty percent (50%) premium to compensate for schedule disruption and after-hours work. Rush work is subject to Service Provider's availability.
8. CONFIDENTIALITY
8.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or confidential information received during the engagement. This obligation survives termination of this Agreement.
8.2 Non-Disclosure Agreement
If a separate Non-Disclosure Agreement has been executed between the parties, its terms remain in full force and effect.
8.3 Compelled Disclosure
Nothing in this Agreement prevents disclosure required by law, regulation, or court order, provided the disclosing party gives prompt notice to allow the other party to seek protective measures.
9. WARRANTIES AND DISCLAIMERS
9.1 Service Provider Warranties
Service Provider warrants that:
a) Services will be performed in a professional and workmanlike manner consistent with industry standards
b) Service Provider has the right to enter into this Agreement and perform the services
c) Deliverables will not infringe any third-party intellectual property rights to Service Provider's knowledge
d) Service Provider maintains appropriate professional indemnity insurance
9.2 Client Warranties
Client warrants that:
a) Client has authority to enter into this Agreement
b) Materials provided to Service Provider do not infringe third-party rights
c) Client has necessary rights and permissions for all provided content and materials
9.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.4 No Guarantee of Results
Service Provider does not guarantee specific business outcomes, revenue, rankings, traffic, or other results. Marketing and SEO services are particularly subject to external factors beyond Service Provider's control including algorithm changes, market conditions, and competition.
10. LIMITATION OF LIABILITY
10.1 Cap on Liability
IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.2 Exclusion of Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Exceptions
The limitations in this Section 10 do not apply to:
a) Either party's indemnification obligations under Section 11
b) Either party's breach of confidentiality obligations
c) Gross negligence or willful misconduct
d) Amounts owed for fees and expenses
11. INDEMNIFICATION
11.1 Client Indemnification
Client will indemnify, defend, and hold harmless Service Provider from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
a) Client's breach of this Agreement
b) Infringement or alleged infringement of third-party rights by Client-provided materials
c) Client's use of Deliverables in combination with other products or services
d) Client's violation of applicable laws or regulations
11.2 Service Provider Indemnification
Service Provider will indemnify, defend, and hold harmless Client from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
a) Service Provider's breach of this Agreement
b) Infringement or alleged infringement of third-party intellectual property rights by Deliverables (excluding Client-provided materials)
c) Service Provider's gross negligence or willful misconduct
11.3 Indemnification Process
The indemnified party must:
a) Promptly notify the indemnifying party of the claim
b) Allow the indemnifying party to control the defense and settlement
c) Cooperate reasonably in the defense
12. TERMINATION
12.1 Termination for Convenience
Either party may terminate this Agreement or any SOW upon thirty (30) days' written notice.
For project-based work:
- Client pays for all work completed to date plus reasonable wind-down costs
- Client receives all work completed and in progress
- Ownership of completed work transfers upon payment
For retainer work:
- Services continue through the end of the 30-day notice period
- Client pays for the full notice period
12.2 Termination for Cause
Either party may terminate immediately if the other party:
a) Materially breaches this Agreement and fails to cure within fourteen (14) days of written notice
b) Becomes insolvent or files for bankruptcy
c) Ceases to conduct business
12.3 Effect of Termination
Upon termination:
a) Client pays all outstanding invoices immediately
b) Service Provider delivers all completed work and work-in-progress
c) Both parties return or destroy confidential information as required
d) Sections 4 (IP), 8 (Confidentiality), 9 (Warranties), 10 (Limitation of Liability), 11 (Indemnification), and 14 (General Provisions) survive termination
13. FORCE MAJEURE
Neither party will be liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or pandemic. The affected party must provide prompt notice and use reasonable efforts to resume performance. If the force majeure event continues for more than thirty (30) days, either party may terminate the affected SOW without penalty.
14. GENERAL PROVISIONS
14.1 Governing Law and Jurisdiction
This Agreement is governed by the laws of New South Wales, Australia, without regard to conflict of law principles. Both parties submit to the exclusive jurisdiction of the courts of New South Wales.
14.2 Dispute Resolution
Before initiating litigation, the parties agree to attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty (30) days, either party may pursue mediation or other legal remedies.
14.3 Entire Agreement
This Agreement, together with all executed SOWs and any attached exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.
14.4 Amendment
This Agreement may only be amended by written agreement signed by both parties.
14.5 Independent Contractor
Service Provider is an independent contractor, not an employee, partner, or joint venturer with Client. Service Provider is responsible for its own taxes, insurance, and business expenses.
14.6 No Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.
14.7 Notices
All notices must be in writing and delivered to the addresses below (or as updated in writing):
To Client:
[CLIENT NAME]
[CLIENT ADDRESS]
Email: [CLIENT EMAIL]
To Service Provider:
Panther & Cub Pty Ltd
Sydney, NSW, Australia
Email: [email protected]
Notices are deemed received when delivered by email (with confirmation) or three (3) business days after posting by registered mail.
14.8 Severability
If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
14.9 Waiver
No waiver of any provision is effective unless in writing. No waiver of any breach constitutes a waiver of any other breach.
14.10 Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic signatures have the same effect as original signatures.
15. ACCEPTANCE
By signing below, both parties agree to be bound by the terms of this Master Services Agreement.
EXECUTION
CLIENT
Signed: ______________________________
Name: [CLIENT SIGNATORY NAME]
Title: [CLIENT SIGNATORY TITLE]
Date: ____/____/____
PANTHER & CUB PTY LTD
Signed: ______________________________
Name: [YOUR NAME]
Title: [YOUR TITLE]
Date: ____/____/____