ZITPY - MASTER SERVICES AGREEMENT (MSA)

1. PARTIES

This Agreement is made between:

Service Provider:

Media N Screen Ltd, trading as Zitpy

Registered Office: The Mille, 1st Floor, 1000 Great West Road, London, TW8 9DW

("Zitpy", "we", "us", "our")

and

Client:

The individual, company, or organisation accepting this Agreement

("Client", "you", "your").

2. PURPOSE OF AGREEMENT

This Agreement governs the provision of professional digital marketing services by Zitpy, including but not limited to:

• Social Media Management
• Google Business Profile & Review Management
• Content Creation & Production

Specific services will be detailed in one or more Service Schedules or Scopes of Work (SOW), which form part of this Agreement.

3. TERM

3.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement.

3.2 Individual services may have minimum terms as stated in the applicable Service Schedule.

4. SERVICES

4.1 Zitpy shall provide services with reasonable skill and care consistent with industry standards.

4.2 Zitpy does not guarantee:

• Sales, revenue, engagement, followers, rankings, or visibility
• Google review removal
• Platform performance or algorithm outcomes

4.3 Zitpy may subcontract parts of the services to trusted third parties while remaining responsible for overall delivery.

5. CLIENT OBLIGATIONS

The Client agrees to:

• Provide accurate, lawful, and complete information
• Supply required content, approvals, and access on time
• Ensure all provided materials comply with applicable laws and platform rules
• Indemnify Zitpy against claims arising from Client-provided content

Failure to meet obligations may delay or suspend services without liability to Zitpy.

6. FEES, INVOICING & PAYMENT

6.1 Fees are as set out in the relevant Service Schedule or invoice.

6.2 Payment Terms: All invoices are payable within 3 days of invoice date.

6.3 Zitpy reserves the right to:

• Suspend services for late payment
• Charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998
• Recover reasonable debt collection costs

6.4 All fees are exclusive of VAT unless stated otherwise.

7. CANCELLATION & REFUNDS

7.1 Refunds are not provided for work completed, in progress, or already scheduled.

7.2 Content creation, onboarding, strategy, setup, and production costs are non-refundable once commenced.

7.3 Notice periods for cancellation are defined in the applicable Service Schedule.

8. INTELLECTUAL PROPERTY

8.1 All intellectual property created by Zitpy remains the property of Zitpy until full payment is received.

8.2 Upon full payment, ownership transfers to the Client unless otherwise stated, subject to Zitpy's right to:

• Display work in portfolios
• Use anonymised case studies

8.3 Zitpy retains ownership of:

• Methods
• Know-how
• Templates
• Internal tools

9. CONFIDENTIALITY

9.1 Each party shall keep confidential all non-public information obtained during the engagement.

9.2 Confidentiality obligations survive termination.

10. DATA PROTECTION (UK GDPR)

10.1 Zitpy acts as a Data Processor and the Client as Data Controller, unless otherwise stated.

10.2 Both parties agree to comply with the UK GDPR and the Data Protection Act 2018.

10.3 A separate Data Processing Agreement (DPA) forms part of this Agreement.

11. PLATFORM & THIRD-PARTY DISCLAIMER

11.1 Zitpy is not responsible for:

• Platform outages
• Algorithm changes
• Account suspensions
• Policy enforcement by third-party platforms

11.2 Zitpy does not control Google, Meta, TikTok, or any third-party platform.

12. LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by law, Zitpy's total liability shall not exceed the fees paid by the Client in the preceding 3 months.

12.2 Zitpy shall not be liable for:

• Loss of profits
• Loss of revenue
• Loss of reputation
• Loss of data
• Indirect or consequential loss

12.3 Nothing in this Agreement limits liability for fraud or death/personal injury caused by negligence.

13. INDEMNITY

The Client shall indemnify Zitpy against all claims, damages, losses, and expenses arising from:

• Client-provided content
• Breach of law or platform rules
• Misuse of services

14. TERMINATION

14.1 Either party may terminate in accordance with the relevant Service Schedule.

14.2 Zitpy may terminate immediately if:

• Payment is overdue
• Client breaches this Agreement
• Client engages in unlawful or harmful conduct

14.3 Upon termination:

• Outstanding fees remain payable
• Access to accounts may be revoked
• No refunds apply

15. FORCE MAJEURE

Neither party shall be liable for failure caused by events beyond reasonable control, including platform outages, acts of government, or natural disasters.

16. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

17. ENTIRE AGREEMENT

This Agreement, together with any Service Schedules and policies, constitutes the entire agreement and supersedes all prior discussions or representations.

18. AMENDMENTS

Any amendment must be in writing and agreed by both parties.

ACCEPTANCE

By engaging Zitpy's services, the Client confirms acceptance of this Agreement.