Master Services Agreement guide
Last updated 25th April 2020
Our Master Services Agreement (“MSA“) is a legal document, and while we have tried to make it as clear as possible there are certain clauses that may appear quite “technical” to a non lawyer. To help you understand it further we have summarized some of the key provisions below.
The explanations given below are meant to help you understand our legal agreements but are not legally binding in any way. If you have additional questions, please contact our Privacy Office at email@example.com
What is the OnceHub MSA?
The Master Services Agreement is an agreement between you and OnceHub that applies when you open a OnceHub account and use either our free or paid applications.
Who are the parties to the MSA?
The agreement is between us and you. If you work for a company you are taken as accepting the agreement on behalf of that company. If your company has different branches or subsidiaries and their employees use our software then you accept our agreement on behalf of those affiliates as well.
What other documents form part of the MSA?
The MSA incorporates our Data Protection Addendum (“DPA“) and our Acceptable Use Policy which means that those documents are also part of the contractual relationship between us.
The DPA sets out various provisions that relate to the way in which we process data on your behalf, including personal data. Further information regarding our DPA can be found in our “Data Protection Addendum guide.”
The Acceptable Use Policy sets out what you cannot do when using our services.
What is the purpose of the “limitation of liability” clause?
This is one of the most important clauses in our whole agreement and it’s important that you understand what it does.
The clause limits our liability for all claims made by you and all of your affiliate companies arising out of both the MSA and the DPA to the amount you have paid us to use our services in the 60 months prior to any incident which gives rise to a claim.
Limitations of liability and liability caps can be found in every SaaS software agreement. They are a way of balancing the risk between parties in a commercial contract. Our liability cap is set at a higher amount than you will find with the vast majority of SaaS providers, including our competitors, and we believe it provides both of us with a fair balance between risk and reward.
Do you maintain insurance coverage?
Yes. We agree to maintain reasonable insurance coverage during the term of our agreement with you. Our professional liability insurance includes cover for cyber incidents.
What does OnceHub agree to do under the MSA?
In the agreement we agree to:
- Make our services available to you during the term of your agreement with us;
- Provide you with technical support;
- Comply with laws and regulations;
- Only collect data from you that is necessary for us to provide our services to you;
- Not to sell or profit in any way from the data that you provide to us.
- Not materially decrease the functionality or security of our software during the term of the agreement; and
- Ensure that our services perform as set out in our user guides and policies.
What are my obligations under the MSA?
You agree to:
- Use our software in accordance with laws and regulations
- Not use our services to collect prohibited data as outlined in our Acceptable Use Policy. We specifically draw your attention to clause 3.1.e which lists content that you are prohibited from entering into our software applications.
Prohibited Content. Bank account numbers, bank routing numbers, credit or debit card numbers, CVV numbers, credit scores, income, net worth or how much debt someone has, government-issued identifiers, including social security numbers, passport numbers or driving license numbers, data concerning criminal convictions, sentencing, fines, and other rulings issued in judicial or administrative proceedings, usernames or passwords.
Do I retain control over the data I enter into your software?
Yes. We make it clear that we have no ownership or control of the data that you enter into our software and that we only process your data in accordance with the terms of the agreement between us.
We do reserve the right to retain anonymous, aggregated data (i.e. data not specific to you or your company) for our own analytical purposes to help us improve our services.
Can OnceHub use my feedback and suggestions to enhance the software?
Yes. We specifically state that you grant us a permanent right to use any ideas, suggestions or feedback that you may provide us with for our own purposes.
When is my data deleted from OnceHub’s databases?
The “Deletion of Account and Application Data” clause sets the way in which we delete your data once your account or subscription has been terminated or cancelled.
What commitments does OnceHub make in relation to the security of my data?
We agree to maintain appropriate measures to keep your data safe and secure. You can read more about the measure we take on the Security page of our web site.
What is the mutual indemnity clause and how does it work?
The mutual indemnity clause is an agreement whereby we both agree to indemnify each other for any losses that arise out of certain claims made by third parties.
We will indemnify you against any claim from a third party that;
- Our services infringe their intellectual property rights, or
- That we are in material breach of the MSA.
You will indemnify us against any claim from a third party that;
- The data you enter into our software infringes their intellectual property rights, or
- That you are in material breach of the MSA.
What are the key provisions relating to fees and payment?
Clauses 17 through 22 set out various provisions relating to the term of our agreement and payment. They include the following provisions:
- A responsibility on you to pay all sums due for your subscription period;
- A clause that says the agreement will automatically renew unless you terminate your subscription;
- A grace period of 7-days to resume a subscription with us if there should be a payment failure, for example when your card expires;
- Details of the process for adding additional users or products to your account and how your subscription fees will be adjusted on a pro rata basis; and
- A clause that states that if either of us materially breaches the agreement then the other has the right to terminate. If we materially breach the agreement, then we will refund the remainder of prepaid fees following the termination date.
What does the MSA say about integrating OnceHub software with other applications?
Our software allows for various integrations with other software that you may use. If you do integrate our software with other third-party applications then you are responsible for complying with that third party’s terms and conditions.
How will I know when you make changes to the MSA?
We reserve the right to modify our MSA from time to time. We will notify you of any changes by posting them in the MSA changelog and updating the “last updated” date at the top of the MSA. Material changes will be effective ten calendar days from the date they were posted. All other changes will be effective immediately. Use of our Services after the effective date of any changes to the MSA will constitute your acceptance of those changes.