Master Services Agreement
This Master Services Agreement (the “Agreement”) is entered into as of the Effective Date stated on the first Statement of Work between:
[HK COMPANY LEGAL NAME] Limited, a company incorporated in Hong Kong (company no. [NUMBER]), with registered office at [REGISTERED ADDRESS], trading as “Elmwich” (“Elmwich”); and
the client identified in the applicable Statement of Work (“Client”).
Elmwich and Client are each a “Party” and together the “Parties.”
1. How this Agreement works
1.1 This Agreement sets the general terms. The specific services, deliverables, fees, and timelines for each engagement are described in one or more Statements of Work signed or accepted by both Parties (each a “SOW”). Acceptance may occur by signature, by written confirmation including email, or by completing checkout for a service whose terms reference this Agreement.
1.2 Each SOW forms part of this Agreement. If a SOW conflicts with this Agreement, the SOW prevails for that engagement.
1.3 “Services” means the services described in a SOW. “Deliverables” means the reports, documents, spreadsheets, plans, content, and other work products expressly identified in a SOW for delivery to Client.
2. Services and standard of care
2.1 Elmwich will perform the Services with reasonable skill and care, consistent with good professional practice in the search marketing industry.
2.2 Every Deliverable is reviewed and approved by senior Elmwich personnel before delivery.
2.3 Dates and durations in a SOW are measured in business days (Monday to Friday, excluding Hong Kong public holidays) and depend on Client meeting its obligations in Section 4.
3. Methods and tooling
3.1 Elmwich determines the means, methods, personnel, and tooling used to perform the Services, including proprietary software, data systems, and automated tooling developed or licensed by Elmwich. Elmwich remains fully responsible for the Services and Deliverables regardless of the means used to produce them.
3.2 Elmwich’s methods, processes, software, prompts, workflows, and internal tooling are Elmwich’s Confidential Information and trade secrets. Nothing in this Agreement transfers any rights in them to Client.
3.3 Terms in Client purchase orders, vendor onboarding forms, or supplier policies that purport to restrict or prescribe Elmwich’s means or methods of production do not apply unless Elmwich expressly accepts them in a signed writing.
4. Client responsibilities
4.1 Client will provide, within five business days of a request: (a) read-only access to Google Search Console and Google Analytics for the properties in scope; (b) other access or materials reasonably identified in the SOW; and (c) timely responses to questions and approval requests through one authorized contact named in the SOW.
4.2 Delivery timelines are extended day for day by any period in which required access, materials, or responses are outstanding.
4.3 Client is responsible for the accuracy of materials it provides and for its own implementation of recommendations, except where a SOW expressly includes implementation by Elmwich.
5. Fees and payment
5.1 Fees are stated in each SOW in US dollars and are exclusive of any applicable taxes, which are Client’s responsibility where lawfully chargeable to Client.
5.2 Unless the SOW states otherwise: one-time fees are due at booking; recurring fees are due in advance on each monthly billing date by automatic card payment (Stripe). Bank transfer may be agreed in writing with payment due within seven days of invoice.
5.3 If any amount is more than fourteen days overdue, Elmwich may pause the Services until payment is received. Paused time does not extend any minimum term. Elmwich may charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower.
5.4 Except for refunds expressly stated in a SOW, fees are non-refundable once the relevant service period has begun.
6. Term and termination
6.1 This Agreement starts on the Effective Date and continues while any SOW is active.
6.2 Each SOW states its own term and notice period. Where a SOW is monthly, either Party may end it by written notice of thirty days, effective no earlier than the end of any minimum term stated in the SOW.
6.3 Either Party may terminate this Agreement or any SOW immediately by written notice if the other Party materially breaches it and fails to cure the breach within fourteen days of written notice describing it.
6.4 On termination: Client pays for Services performed and fees accrued through the effective date; Elmwich delivers Deliverables completed and paid for; and Sections 3, 7, 8, 9, 10, 11, and 12 survive.
7. Intellectual property
7.1 On receipt of full payment for the relevant engagement, Elmwich assigns to Client all right, title, and interest in the Deliverables identified in the SOW.
7.2 Elmwich retains all rights in its pre-existing materials, methods, software, tooling, templates, and general know-how, including improvements to them arising from the engagement. To the extent any such materials are embedded in a Deliverable, Elmwich grants Client a perpetual, non-exclusive license to use them as part of that Deliverable.
7.3 Elmwich may identify Client by name and logo as a client. Detailed case studies naming Client require Client’s prior consent (email is sufficient), and Elmwich may always use engagement results in anonymized, non-identifying form.
8. Confidentiality
8.1 “Confidential Information” means non-public information disclosed by one Party to the other in connection with this Agreement that is marked confidential or would reasonably be understood to be confidential, including Client’s business data and Elmwich’s methods and tooling under Section 3.2.
8.2 Each Party will use the other’s Confidential Information only to perform this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and contractors bound by comparable obligations.
8.3 These obligations last for three years after termination, and indefinitely for trade secrets. They do not apply to information that is public without breach, independently developed, lawfully received from a third party, or required to be disclosed by law (with prompt notice where lawful).
9. No guarantees regarding third-party platforms
9.1 Search engines, AI answer systems, and other third-party platforms are outside either Party’s control. Elmwich does not promise any specific ranking, traffic level, citation, placement, or revenue outcome, and no such promise may be implied.
9.2 The only performance guarantees are those expressly stated in a SOW (for example, the value guarantee in the Roadmap SOW). Client agrees that statements of past results for other clients are not a promise of Client’s results.
10. Data protection
10.1 Elmwich processes Client data, including analytics data accessed under Section 4.1, only to perform the Services, and applies reasonable technical and organizational safeguards.
10.2 Client authorizes Elmwich to use subprocessors for hosting and cloud infrastructure, including cloud computing and data processing providers. Elmwich remains responsible for its subprocessors’ performance.
10.3 On written request, or within thirty days after termination, Elmwich will delete Client data in its possession, except copies retained for legal, accounting, or archival purposes, which remain subject to Section 8.
10.4 Neither Party will sell the other’s data. If Client requires a separate data processing agreement, the Parties will negotiate it in good faith.
11. Liability
11.1 Neither Party is liable for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility.
11.2 Each Party’s total aggregate liability under this Agreement is capped at the fees paid or payable by Client to Elmwich in the three months preceding the event giving rise to the claim.
11.3 The exclusions and cap do not apply to: (a) Client’s payment obligations; (b) a Party’s breach of Section 8; (c) fraud or willful misconduct; or (d) liability that cannot be limited by law.
12. Indemnities
12.1 Client will defend and indemnify Elmwich against third-party claims arising from materials, instructions, or data Client provides, or from Client’s products and business operations.
12.2 Elmwich will defend and indemnify Client against third-party claims that a Deliverable, as delivered and used as intended, infringes that third party’s intellectual property rights, excluding claims arising from Client materials or from modifications made by Client.
13. Relationship, non-solicitation, and conflicts
13.1 Elmwich is an independent contractor. Nothing here creates a partnership, joint venture, or employment relationship.
13.2 During an active SOW and for twelve months after, neither Party will solicit for employment or engagement the other Party’s personnel or contractors who worked on the engagement, except through general public advertising.
13.3 Elmwich may serve other clients, including clients in Client’s industry. On written request, Elmwich will confirm whether it currently serves a named direct competitor of Client.
14. Force majeure
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including internet, utility, or platform outages, natural events, or government action, provided the affected Party resumes performance as soon as reasonably possible. Payment obligations for Services already performed are not excused.
15. General
15.1 Notices are given in writing by email to the addresses in the SOW and are effective on the business day received.
15.2 Neither Party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice.
15.3 This Agreement and its SOWs are the entire agreement and supersede prior discussions. Amendments must be in writing signed or expressly accepted by both Parties. E-signatures and email acceptance are valid.
15.4 If a provision is unenforceable, the remainder stays in effect and the provision is modified to the minimum extent needed. A failure to enforce is not a waiver.
16. Governing law and disputes
16.1 This Agreement is governed by the laws of [Hong Kong SAR] [COUNSEL TO CONFIRM].
16.2 The Parties will first attempt in good faith to resolve any dispute by discussion between principals within thirty days. Failing that, disputes are subject to [the exclusive jurisdiction of the courts of Hong Kong] [ALTERNATIVE FOR COUNSEL: arbitration in Hong Kong under HKIAC rules] [COUNSEL TO CONFIRM].
Elmwich ([HK COMPANY LEGAL NAME] Limited, trading as Elmwich)
Signature: ______________________ Name: Matej Markovic Title: Director Date: ________
Client
Signature: ______________________ Name: ______________ Title: ________ Date: ________