Master Services Agreement
About this MSA
This Master Services Agreement (“Agreement”) is entered into by and between the entity identified on the applicable Order Form as the customer (“Customer”) and the entity providing the services (“Scalpel”). This Agreement governs Customer’s access to and use of the Services (as defined below).By executing an Order Form that references this Agreement, Customer agrees to be bound by its terms. If the individual executing this Agreement is doing so on behalf of a legal entity, that individual represents that they have the authority to bind such entity to this Agreement. If such authority does not exist or these terms are not accepted, the Services may not be accessed or used.Address: Scalpel Ltd, 3.12, Mirror Works, London E15 2NHEmail: contracts@scalpel.ai
1. About us
We are Scalpel Limited (company number: 11077030) ("SCALPEL") and our registered address is 46-54 High Street, Ingatestone, Essex, United Kingdom, CM4 9DW
2. Service and Order Forms
(a) Order Forms. Services will be provided as specified in one or more Order Forms executed by the parties (“Services”). Each Order Form is incorporated into this Agreement. If a conflict arises between the terms of an Order Form and this Agreement, the Order Form will govern only to the extent it expressly overrides this Agreement.
(b) Provision of Services. Subject to the terms of this Agreement and applicable Order Forms, Scalpel will make the Services available to Customer and its authorized users during the term specified in each Order Form. In connection with the Services, Scalpel shall supply Customer with certain preconfigured hardware devices (“Hardware”) necessary to access or utilize the Service, as further detailed in each Order Form.
(c) Use Restrictions. Customer will not: (i) sublicense, resell, or commercially exploit the Services; (ii) reverse engineer or attempt to derive the source code of any software used to provide the Services (except as permitted by law); or (iii) use the Services in violation of applicable law or this Agreement. Customer may use the Hardware solely for the purpose of accessing the Services and in accordance with any documentation provided by Scalpel. Customer shall not disassemble, modify, or reverse engineer the Hardware.
(d) Customer Responsibilities. Customer is responsible for its authorized users’ compliance with this Agreement and will prevent unauthorized access to the Services.
3. Term and Termination
(a) Agreement Term. This Agreement will begin on the effective date of the first Order Form and continue until terminated in accordance with this Section.
(b) Order Form Term. Each Order Form will have its own term. Unless otherwise stated, Order Forms will automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
(c) Termination Rights. Either party may terminate this Agreement or an individual Order Form for material breach if the breaching party does not cure within thirty (30) days of written notice. Either party may terminate this Agreement if the other ceases to operate, becomes insolvent, or enters bankruptcy or receivership.
(d) Effect of Termination. Upon termination, fees applicable to the duration of the terminated Order Form term shall be immediately due and payable, all rights to access the Service will cease, Customer shall return the Hardware in good working order (normal wear and tear excepted), and each party will return or delete the other’s Confidential Information, provided, however, with respect to Customer Data, Customer may request a final export within thirty (30) calendar days of termination. Customer acknowledges that Customer will be irretrievably deleted following this period.
4. Fees and Payment
(a) Fees. Fees are as stated in the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance and due within thirty (30) days of invoice. Late payments may accrue interest at 1.5% per month or the maximum allowed by law. Scalpel shall be entitled to suspend Customer’s access to the Service in the event Customer is ten (10) or more days in arrears.
(b) Taxes. Fees do not include taxes. Scalpel shall invoice Customer for all taxes associated with its purchases under this Agreement, excluding taxes based on Scalpel’s income.
5. Confidentiality
(a) Definition. “Confidential Information” means all non-public information disclosed by one party to the other.
(b) Obligations. The receiving party will protect Confidential Information with reasonable care, not disclose it to third parties, and use it only to fulfill obligations under this Agreement. These obligations will survive for three (3) years following termination.
(c) Exclusions. Confidential Information does not include information that is publicly available, rightfully received from a third party, independently developed without use of Confidential Information, or required to be disclosed by law.
6. Data Security and Privacy
(a) Security. Scalpel will implement and maintain reasonable technical and organizational measures to protect Customer data.
(b) Personal Data. The customer understands that the Service is not intended to retain personal data in any form. Accordingly, Customer agrees that Customer Data will not contain any information that will impose additional data privacy or security requirements upon Scalpel.
7. Proprietary Rights
(a) Scalpel Rights. Scalpel retains all rights in and to the Services, software, and any improvements or modifications thereof.
(b) Customer Data. Customer retains all rights in data submitted to the Services. Customer grants Scalpel a limited license to use Customer data to provide and improve the Services.
(c) Feedback. Scalpel may use any feedback provided by Customer without restriction.
8. Warranties and Disclaimers
(a) Mutual Warranties. Each party represents it has the authority to enter into this Agreement.(b) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Indemnification
(a) By Scalpel. Scalpel will defend and indemnify Customer from third-party claims that the Services infringe intellectual property rights, provided Customer promptly notifies Scalpel and cooperates in the defense. Scalpel may modify or replace infringing Services or terminate the Agreement and provide a pro-rated refund of prepaid fees.
(b) By Customer. Customer will defend and indemnify Scalpel from third-party claims arising from Customer’s use of the Services in violation of this Agreement or applicable law.
10. Limitation of Liability.
EXCLUDING A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS AND/OR THE UNAUTHORIZED USE, MISAPPROPRIATION, OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS:
(a) Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
(b) Cap on Liability. EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. General
(a) Assignment. Neither party may assign this Agreement without the other’s consent, except to an affiliate or successor entity.
(b) Governing Law. This Agreement is governed by the laws of the state specified in the Order Form, excluding its conflict of laws rules.
(c) Entire Agreement. This Agreement, including any Order Forms, is the entire agreement between the parties and supersedes all prior agreements.
(d) Amendments. Any modifications must be in writing and signed by both parties.
(e) Notices. All notices must be in writing and delivered to the addresses listed in the Order Form.
(f) Force Majeure. Neither party is liable for delays caused by events beyond their reasonable control.
(g) Severability. If any provision is found unenforceable, the remainder will remain in effect.
(h) Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later.
12. How Do I Contact You?
To contact us about anything to do with your personal data and data protection, including to make a subject access request, please use the following details:
Email address: contracts@scalpel.ai
Postal Address: Scalpel Ltd, 3.12, Mirror Works, 12 Marshgate Lane, E15 2NH
Service Level Terms
1. Customer Responsibilities
- Customer acknowledges that Scalpel’s ability to meet its obligations under this Agreement is contingent upon Customer’s timely performance of the following obligations:
- Assign personnel to support deployment and training activities.
- Provide timely access to necessary facilities, data and systems.
- Provide timely access to necessary facilities, data and systems.
- Comply with Scalpel’s application usage policies as they are made available and revised from time to time.
2. Service Availability
Scalpel will take commercially reasonable measures to ensure 99% monthly availability of the Service, excluding planned maintenance windows, downtime caused by a Force Majeure event, or a failure by Customer to meet its responsibilities hereunder.
3. Customer Support
Customer Support is available Monday through Friday between the hours of 9 am and 5 pm Eastern Time, excluding holidays (“Regular Working Hours”). Scalpel will take commercially reasonable measures during Support hours to resolve issues based on their priority level as outlined below:
4. Performance Monitoring
Scalpel will implement monitoring tools to track the performance of the Service against the agreed SLA metrics. Upon request, Scalpel will provide Customer with performance reports outlining uptime and incident resolution times for the immediately previous quarter.
5. Backup and Recovery
Scalpel will provide a backup of Customer Data as follows:
- Transaction log backups hourly.
- Incremental database backups daily.
- Full database backups weekly, with offsite copies maintained on a 4-week rotation.
6. Recovery Objectives
Scalpel will take commercially reasonable measures to recover critical services within 8 business hours of a major system failure.
7. Hardware Support
Scalpel will, at its own cost, repair or replace defective Hardware, provided the defect is not due to misuse, modification, or damage by Customer.
8. How Do I Contact You?
To contact us about anything to do with your personal data and data protection, including to make a subject access request, please use the following details:
Email address: contracts@scalpel.ai
Postal Address: Scalpel Ltd, 3.12, Mirror Works, 12 Marshgate Lane, E15 2NH
We reserve the right to modify this version of the MSA and SLA from time to time. This may be necessary, for example, if the law changes or if we change our business in a way that affects personal data protection. Any changes will be made available here.
This MSA and SLA was last updated on 17th July 2025.