# MASTER SERVICES AGREEMENT
Date: 1 October 2029
Parties: Bluehaven Energy Ltd and Quill Digital Services Ltd
## 1. Parties and purpose
Bluehaven Energy Ltd engages Quill Digital Services Ltd under this MSA for digital reporting and software services. Each project requires a signed statement of work (SOW) identifying scope, deliverables, milestones, fees, acceptance and any project-specific data schedule.
## 2. Money and rights
The MSA prevails over an SOW unless the SOW expressly identifies the clause varied. Quill invoices monthly in arrears; undisputed sums are due within 30 days. Bluehaven may withhold a genuinely disputed amount, but must pay the balance and Quill may suspend after notice for persistent non-payment.
## 3. Duties and operation
Quill assigns to Bluehaven foreground IP created specifically and paid for under an SOW on payment. Quill retains background tools, templates and know-how and grants a perpetual, worldwide, royalty-free licence where embedded. Bluehaven may use deliverables within its group and for customer reporting.
## 4. Consent and management
Each party protects confidential information for five years, indefinitely for trade secrets. Where Quill processes personal data for Bluehaven, the attached Article 28 UK GDPR data-processing terms apply, including documented instructions, sub-processor approval, security, assistance with rights and breach notice without undue delay.
## 5. Ending and remedies
Quill warrants professional skill and care, qualified personnel and conformity to the SOW. It will correct a material non-conformity notified within 30 days. Neither party guarantees uninterrupted results. Aggregate liability is capped at 150% of fees paid in the preceding 12 months, subject to agreed carve-outs for fraud, confidentiality, IP, data protection and non-excludable injury.
## 6. Legal reservations
The initial term is two years, renewing annually unless either party gives 90 days' notice. Either may terminate for insolvency or an uncured material breach after 20 Business Days. In-flight SOWs continue unless terminated; each party assists with an orderly transition and pays work properly performed.
## 7. Signatures
England and Wales law governs. Senior representatives meet for 15 Business Days before proceedings, but either party may seek urgent injunctive relief. The directors sign this framework on 1 October 2029; each SOW remains separately dated.