Enterprise Master Services Agreement

1. Contract Structure

Order of precedence:

  1. Order Form / SOW
  2. SLA
  3. Pricing Schedule
  4. DPA
  5. MSA
  6. Platform policies

2. Services

ShipSherpa shall provide the services described in the Order Form, which may include:

  • enterprise dashboard access
  • booking and dispatch tools
  • API integrations
  • POD export and reporting
  • account support
  • escalation workflows
  • custom pricing logic

3. Fees and Payment

Customer shall pay all fees in the pricing schedule.

Annual price reviews may apply on reasonable notice.

4. Customer Dependencies

Customer shall provide:

  • accurate booking data
  • access to integration environments
  • authorised users
  • lawful shipment instructions
  • prompt cooperation on incidents

5. Service Levels

Where an SLA applies, service credits are the exclusive financial remedy for SLA failure unless otherwise stated.

6. Data Protection

The DPA is incorporated by reference.

7. IP and Licence

Each party retains ownership of its pre-existing IP.

ShipSherpa retains all platform, API, workflow and analytics IP.

8. Liability

Subject to non-excludable liabilities:

  • neither party liable for indirect loss
  • mutual liability cap = fees paid in prior 12 months
  • carve-outs for fraud, confidentiality, DPA breach and unpaid fees

9. Term

Initial term: 12 months unless otherwise stated.

Automatic renewal for successive 12-month periods unless notice is given.

10. Termination

Termination rights for:

  • material breach
  • insolvency
  • persistent non-payment
  • repeated security violations
  • chronic SLA failure where agreed

11. Exit Assistance

Optional paid exit assistance may include:

  • data export
  • API migration support
  • transition reporting
  • staged decommissioning

12. Governing Law

England and Wales.