Business Master Services Agreement

1. Definitions#

Agreement

This MSA together with the Order Form, applicable Service Schedules, the SLA and (where applicable) the DPA.

Affiliate

An entity that controls, is controlled by or is under common control with a party.

Confidential Information

Any non-public information identified as confidential or that a reasonable person would treat as confidential.

Order Form

A written order signed by both parties identifying the Services, sites, term and pricing.

Service Schedule

A product-specific schedule (Mobile, IoT, SD-WAN, etc.) that supplements this MSA.

2. Structure#

The contract has three layers: this Master Services Agreement (the rules that always apply), one or more Service Schedules (per-product specifics - pricing, SLA, support hours), and any agreed Order Forms (sites, SIM counts, term length).

3. Service delivery#

• We provide the service described in each Service Schedule, on the SLA in our SLA.
• You provide reasonable cooperation: timely access, valid contact details, and a named technical contact.
• Change requests follow the change-control process in clause 12 of the relevant Schedule.
• Acceptance: services are deemed accepted unless you raise a defect within 10 working days of go-live.

4. Fees & payment#

Fees are set in the Order Form. Standard payment terms are Net 30 days from the date of a valid VAT invoice. We do not apply surprise mid-term price rises to in-life contracts. Late payment attracts statutory interest under the Late Payment of Commercial Debts Act 1998 - but we will always raise it with your billing contact first.

5. Liability & indemnities#

Standard mutual indemnity for IP infringement and for breach of confidentiality. Aggregate liability cap: the greater of (i) 125% of fees paid in the prior 12 months and (ii) £1,000,000, with the usual carve-outs for death/personal injury, fraud, and any liability that cannot be limited by law.

6. Data protection & DPA#

Where Boundless processes personal data on your behalf, our Data Processing Agreement applies as Schedule DPA - incorporated by reference into this MSA. International transfers use the UK IDTA + EU SCC Addendum.

7. Security & TSA alignment#

Boundless is a UK-regulated telecoms provider and operates under the Telecommunications Security Act 2021 and (where applicable) NIS2. Our 26-layer Abel security stack is described publicly at /security, and our continuous compliance posture at /compliance.

8. Term & termination#

The MSA runs until terminated. Each Service Schedule has its own term as set out in the Order Form. Either party may terminate for material unremedied breach (30-day cure period), insolvency, or persistent SLA failure as defined in the SLA. Termination for convenience by you on 90 days' notice is permitted on uncommitted services; for committed term contracts, early-termination charges are limited to the unrecovered cost of dedicated assets.

9. Exit assistance#

On termination of any Service Schedule, we provide up to 90 days of exit assistance at standard rates, including SIM unlock, data export in machine-readable formats, configuration documentation and warm handover to your incoming provider. SIMs are multi-IMSI from day one - your hardware identity is yours, not ours.

10. Audit rights#

Once per year, on 30 days' notice, you may audit our security and data-protection controls against our then-current SOC 2 / ISO 27001 evidence pack. Additional on-site audit on cause, with reasonable scope and at your cost. Findings are remediated to a written plan agreed in good faith.

11. Law & jurisdiction#

Governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.

Counter-signature#