Template — must be reviewed and countersigned by counsel before execution

Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between [Customer Legal Name] ("Customer") and AITA ("AITA") as of the Effective Date set out on the applicable Order Form. It governs Customer's access to and use of the AITA platform and related services (the "Service"), and prevails over the click-through Terms of Service in the event of conflict.

1. Definitions

Capitalised terms used but not defined here have the meaning given in the Order Form or DPA. "Order Form" means any ordering document referencing this Agreement. "DPA" means the Data Processing Agreement.

2. Provision of the Service

Subject to Customer's payment of the fees, AITA grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Authorised Users to access and use the Service in accordance with the applicable Order Form and the documentation published at /app/help.

3. Authorised Users and seats

Each seat entitles one named individual to access the Service. Customer may reassign seats to replacement users but may not share credentials. Customer is responsible for its Authorised Users' compliance with this Agreement.

4. Fees and payment

• Fees, currency, billing frequency, and payment terms are set on the Order Form.
• Invoices are payable within 30 days of the invoice date unless the Order Form states otherwise. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Fees are exclusive of taxes; Customer is responsible for applicable VAT, GST or sales tax.
• Fees are non-refundable except as expressly stated.

5. Term and renewal

This Agreement begins on the Effective Date and continues for the Initial Term set on the Order Form. It auto-renews for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

6. Confidentiality

Each party will (a) protect the other's Confidential Information using at least the same care it uses for its own confidential information (and no less than reasonable care), (b) use it only to perform under this Agreement, and (c) not disclose it except to personnel and advisors bound by similar obligations. Obligations survive for 5 years after termination.

7. Data protection and security

Processing of personal data is governed by the DPA, incorporated by reference. AITA maintains the technical and organisational measures described at /trust.

8. Intellectual property

AITA retains all right, title and interest in the Service, including all derivatives and improvements. Customer retains all right, title and interest in Customer Data. Customer grants AITA a limited licence to use Customer Data solely to provide the Service. AITA may use aggregated, de-identified data for benchmarking and product improvement.

9. Warranties

AITA warrants that the Service will materially conform to its documentation. Customer's exclusive remedy for breach is, at AITA's option, correction of the non-conformity or termination of the affected Order Form and refund of prepaid unused fees. EXCEPT AS EXPRESSLY SET OUT, THE SERVICE IS PROVIDED "AS IS" AND AITA DISCLAIMS ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification

AITA will defend Customer against third-party claims that the Service, as provided by AITA and used within scope, infringes a third party's intellectual property rights, and pay damages finally awarded. Customer will defend AITA against third-party claims arising from Customer Data or Customer's misuse of the Service. Each indemnity is conditioned on prompt notice, sole control of the defence, and reasonable cooperation.

11. Limitation of liability

EXCEPT FOR (I) BREACH OF CONFIDENTIALITY, (II) A PARTY'S INDEMNIFICATION OBLIGATIONS, AND (III) CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

12. Termination

Either party may terminate this Agreement for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. On termination, Customer may export its data for 30 days; thereafter AITA will delete it in accordance with the DPA.

13. Publicity

AITA may identify Customer as a customer on its website and marketing materials using Customer's name and logo, subject to Customer's brand guidelines. Customer may opt out at any time by written notice.

14. Governing law and venue

This Agreement is governed by the laws of England and Wales, excluding conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of London, England. For Customers established in the United States, the parties may agree in the Order Form to New York law and venue.

15. General

This Agreement, together with the DPA and each Order Form, is the entire agreement between the parties and supersedes all prior agreements on the subject. Notices must be in writing and sent to the addresses on the Order Form. Neither party may assign this Agreement without the other's written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

To countersign this template for your organisation, email legal@aita.tax. Last updated: 2026-07-10. See also: Order Form template, DPA, Terms of Service.