Master Services Agreement
Version 2026.2 — Effective August 1st, 2026
How this document works. This Master Services Agreement ("MSA") contains the standard terms that apply to every engagement between Web Tonic FZCO ("Web Tonic", "we", "us") and its clients. It is incorporated by reference into each signed Order Form. The MSA and the applicable Order Form together form the "Agreement". Deal-specific terms — scope, fees, fee model, term, and governing law — appear in the Order Form. In the event of conflict, the Order Form prevails.
Version control. The MSA version in effect on the Effective Date of an Order Form governs that engagement for its entire term, including renewals within that term. Prior versions are archived at https://webtonic.io/msa/
1. Definitions
"Order Form" means a written order form or services order executed by both parties that references this MSA, including its scope of work, fees, fee model, term, governing law, and any Special Terms.
"Effective Date" means the date set forth in the applicable Order Form, or if blank, the date of last signature on that Order Form.
"Services" means all work, consulting, support, implementation, optimization, and other services performed by Web Tonic pursuant to an Order Form.
"Ad Spend" means the actual amount spent on advertising as reported by the applicable advertising platform(s).
"Fees" means all amounts payable by Client for the Services as stated in the Order Form, under any Fee Model, excluding Pass-Through Costs.
"Fee Model" means the basis on which Fees are calculated and invoiced as stated in the Order Form, being one or more of: (a) a Retainer — a fixed recurring fee per period, independent of Ad Spend or hours worked; (b) a Percentage of Ad Spend fee; (c) a One-Time Fee — a fixed fee for a defined deliverable or project; (d) Milestone Fees — fixed amounts payable on defined events or deliverables; and (e) Hourly or Rate-Card Fees — amounts calculated on time or units at the rates stated in the Order Form. Where the Order Form states more than one Fee Model, each applies to the Services or deliverables it is stated against.
"Billing Period" means the period by reference to which Fees are calculated under the applicable Fee Model, or where the Fees are not periodic, the period in which the relevant Services are performed or the relevant deliverable is delivered.
"Included Hours" means the service hours included in the Fees for a given period, as calculated in the Order Form and governed by Section 4.
"Pass-Through Costs" means the third-party costs described in Section 5.
"Confidential Information" has the meaning given in Section 12.
2. Agreement Structure, Precedence & Amendments
2.1 Each Order Form incorporates this MSA by reference. The Agreement for any engagement consists of: (a) the Order Form, and (b) the version of this MSA in effect on that Order Form's Effective Date.
2.2 Order of precedence. In the event of conflict, the following order applies (in descending order): (1) Special Terms stated in the Order Form; (2) the remainder of the Order Form; (3) this MSA.
2.3 Amendments to this MSA. Web Tonic may publish updated versions of this MSA from time to time. An updated version applies to an existing engagement only (a) upon renewal of the Initial Term or any renewal term, following at least thirty (30) days' written notice to Client, or (b) where both parties agree in writing. If Client objects to an updated version, Client may terminate the Agreement effective at the end of the then-current term without penalty. No update applies retroactively.
2.4 Amendments to an Order Form are valid only if in writing and signed by both parties.
3. Responsibilities
Web Tonic's Responsibilities
We will perform the Services described in the Order Form with professional skill and care, adapting methods as the marketing industry evolves. We may adjust sub-tasks and methods in the best interests of Client's business, notifying Client in writing of any significant change. Client may object in writing within five (5) business days of such notice; if the parties cannot agree, the Services continue as previously defined until agreement is reached.
We may assign, sub-contract, or deal in any manner with our rights or obligations under the Agreement without Client's prior consent, provided the assignee assumes all obligations under the Agreement. Where we use subcontractors, we accept full responsibility for their acts and omissions.
Client's Responsibilities
- Provide information, access, and assistance as we reasonably require to perform the Services; Client is responsible for the accuracy and lawful use of information it submits.
- Nominate a representative to liaise with us regarding the Services.
- Obtain and maintain all permissions and consents necessary in connection with the Services.
- Meet the payment obligations set out in the Order Form and this MSA.
4. Included Hours & Fair Usage (Where Applicable)
Where the Order Form provides for Included Hours or a Fair Usage Policy, its terms — including the hours calculation, coverage, rollover treatment, overage approval and rates, and time-tracking method — are stated in the Order Form. Where the Order Form contains no such terms, no hours cap applies and the Services are provided as described in the Order Form's scope of work.
5. Pass-Through and Third-Party Costs
The Fees do not include third-party costs, which remain Client's responsibility: (a) advertising and media spend; (b) influencer and creator fees and licensing; (c) software and SaaS subscriptions; (d) stock media and creative assets; (e) domains, hosting, and server costs; and (f) taxes, platform surcharges, and processing fees. Such costs are paid by Client directly or invoiced at cost. Pass-Through Costs do not count toward Included Hours.
6. Billing & Payment
Fees are calculated and invoiced in accordance with the Fee Model, amounts, currency and invoicing schedule stated in the Order Form, which prevail over this Section in the event of any inconsistency. Invoices are due upon issuance unless the Order Form or the invoice states otherwise.
Where the Order Form does not state an invoicing schedule, the following defaults apply: (a) Retainer Fees are invoiced monthly in advance, on or about the first business day of each month of the Term; (b) Percentage of Ad Spend Fees are invoiced monthly in arrears based on Ad Spend for the preceding month, typically within three (3) business days after month-end; (c) One-Time Fees are invoiced in full on execution of the Order Form; (d) Milestone Fees are invoiced on achievement of the relevant milestone; and (e) Hourly or Rate-Card Fees are invoiced monthly in arrears for the time or units recorded in the preceding month. Partial periods are pro-rated on a daily basis except where the Order Form states that a period is billed on a full-period basis.
Where any Fee is calculated on Ad Spend, platform refunds and credits are netted and post-period adjustments are reconciled on the next invoice; Retainer, One-Time and Milestone Fees are not adjusted for Ad Spend variances, platform refunds or credits. Fees that are not calculated on Ad Spend, hours or units are payable in full for each period of the Term regardless of the volume of Ad Spend, campaigns, deliverables or hours in that period, save as the Order Form expressly provides.
Unless the Order Form states otherwise, invoices are issued in USD; non-USD Ad Spend is converted using the platform's USD equivalent or the mid-market rate on the last day of the Billing Period. Where the Order Form states a currency, all invoices under that Order Form are issued in that currency and no conversion applies to the Fees.
Client must give written notice of any invoice dispute, with reasonable detail, within thirty (30) days of receipt, and remains obligated to pay all undisputed amounts on time.
Late Payment & Suspension
A seven (7) day grace period applies after the due date. Interest accrues on undisputed balances unpaid after the grace period at one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse reasonable collection costs (including legal fees). If any undisputed invoice remains unpaid after the grace period, we may suspend Services upon written notice until all overdue amounts are paid. Suspension is not termination.
7. Term & Termination
The Initial Term, renewal basis, and termination-for-convenience rights and notice periods are stated in the Order Form. This Section governs termination for cause only.
Termination for cause. Either party may terminate immediately upon written notice if the other party commits a material breach or becomes bankrupt or insolvent. "Material breach" includes: non-payment beyond thirty (30) days; unauthorized disclosure of Confidential Information; platform policy violations causing account bans; material misrepresentation causing harm; and substantial failure to perform that remains uncured fifteen (15) days after written notice.
Effect of termination. Upon any termination, Client pays: (a) all Fees for Services rendered and, where applicable, Ad Spend incurred through the effective date of termination; (b) all Fees payable in respect of any notice period, as stated in the Order Form; (c) any One-Time Fee or Milestone Fee in respect of work that has commenced or a milestone that has been achieved before the effective date of termination, which fees are non-refundable; and (d) all Pass-Through Costs committed before the effective date of termination, whether invoiced before or after that date. Except for the amounts described above, amounts that survive under Section 19, and any amount expressly stated as non-cancellable in the Order Form, no further fees or penalties are owed by either party.
8. Transition Assistance
Upon termination, Web Tonic will provide reasonable transition assistance during the notice period, including transfer of administrative access to ad accounts, pixels, and tracking implementations, and a briefing to Client or its successor agency on campaign status. Continued campaign management requested during the transition period is billed at standard fees.
9. Third-Party Platforms & Performance
Client acknowledges that the Services depend on third-party platforms (Google Ads, Meta, TikTok, and others) whose policies, algorithms, and features may change without notice. Web Tonic is not liable for performance impacts caused by platform changes, account suspensions, or restrictions outside our control. Both parties will cooperate on platform compliance; Client shall not instruct Web Tonic to violate platform policies.
Client is solely responsible for ensuring that all claims, disclosures, pricing, and products promoted comply with applicable laws in all target jurisdictions. Web Tonic does not provide legal advice.
Web Tonic warrants professional execution of the Services but makes no warranty regarding specific marketing outcomes, including ad approval rates, CPC, CPA, ROAS, or impression volume.
10. Intellectual Property
Ownership. Upon receipt of full payment of the Fees attributable to the relevant deliverables under the applicable Fee Model — being the Billing Period in which they were created for periodic Fees, or the One-Time Fee, Milestone Fee or invoiced amount covering them — all deliverables specifically created for Client (ad creative, landing pages, email/SMS content, custom code) become Client's property.
Web Tonic retained rights. We retain ownership of proprietary methodologies, templates, tools, software, and pre-existing intellectual property.
Portfolio rights. Client grants Web Tonic a non-exclusive right to use deliverables for portfolio display, case studies, and marketing.
Client warranty. Client warrants that all materials it provides to Web Tonic are owned by Client or properly licensed.
11. Content Approval
Client shall provide feedback and approvals within three (3) business days of submission. If Client fails to respond within that period, the submission is deemed approved and Web Tonic may proceed or, at its discretion, extend the timeline by the period of delay.
12. Confidentiality
Each party will keep confidential all non-public business, technical, and financial information received from the other party ("Confidential Information"), use it solely for purposes of the Agreement, and protect it with reasonable care. Confidential Information excludes information that is publicly available, independently developed, or rightfully received from a third party. These obligations survive for three (3) years after termination.
13. Liability
We deliver professional marketing services using industry best practices. Digital marketing outcomes depend on factors beyond either party's control; we do not guarantee specific outcomes.
Limitation. To the maximum extent permitted by applicable law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages; and (b) Web Tonic's aggregate liability shall not exceed the greater of (i) the Fees paid by Client under the applicable Order Form during the three (3) months preceding the claim, and (ii) twenty-five percent (25%) of the total Fees paid by Client under that Order Form. In no event shall the cap be nil where any Fees have been paid under that Order Form. These limitations do not apply to: (i) Client's payment obligations; (ii) confidentiality breaches; (iii) third-party IP infringement indemnification; or (iv) gross negligence or wilful misconduct.
14. Non-Solicitation
During the Agreement and for twelve (12) months after termination, Client shall not directly or indirectly solicit, recruit, or engage any Web Tonic employee, contractor, or representative involved in the Services.
The parties agree that a breach of this Section would cause Web Tonic substantial harm that is difficult to quantify, including recruitment costs, training, lost productivity, and service disruption. For each breach, Client shall pay liquidated damages equal to the greater of (a) twelve (12) times the average monthly Fees paid by Client under the Agreement, or where the Fees are not periodic, twelve (12) times the total Fees paid under the applicable Order Form divided by the number of months in its term, and (b) the total compensation paid or payable by Client (or its affiliate) to the individual concerned in the first twelve (12) months of their engagement — in each case as a genuine pre-estimate of loss and not as a penalty. Web Tonic may alternatively elect to recover proven actual damages if they exceed the liquidated amount, and may seek injunctive relief. If the liquidated amount is held unenforceable in whole or in part in the applicable jurisdiction, it shall be reduced to the maximum enforceable amount, and Web Tonic retains all other remedies.
15. Indemnification
By Client. Client indemnifies Web Tonic against claims arising from: Client-provided materials (including IP infringement); Client's products or services; specific Client instructions; misleading claims approved by Client; and data or privacy violations not caused by Web Tonic.
By Web Tonic. Web Tonic indemnifies Client against claims arising from: gross negligence or wilful misconduct; unauthorized disclosure of Client's Confidential Information; IP infringement by Web Tonic's proprietary tools; and employment claims by Web Tonic's personnel.
Procedure. The indemnified party shall promptly notify the other in writing. The indemnifying party controls the defense with reasonably acceptable counsel. Both parties cooperate. No settlement admitting liability may be made without written consent. Indemnification obligations are subject to the limitations in Section 13, except for the carve-outs stated there.
16. Governing Law & Disputes
The governing law, dispute forum, seat or venue, and language for each engagement are stated in the applicable Order Form. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through negotiation for thirty (30) days. Where the Order Form provides for arbitration, the dispute shall be settled by one arbitrator under the rules of the body named in the Order Form; the award is final and binding, and judgment may be entered in any court of competent jurisdiction. Either party may seek interim relief from any competent court pending resolution. This Section survives termination.
17. Force Majeure
Neither party is liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, platform outages, government actions, or internet disruptions. If a force majeure event continues for more than sixty (60) days, either party may terminate the Agreement without liability.
18. Notices
All notices shall be in writing by email and are deemed given when sent during business hours (otherwise the next business day). Notices to Web Tonic: Web Tonic FZCO, IFZA Business Park, DDP, Unit 001 - 9691, Dubai, United Arab Emirates — [email protected] — Attn: Cedric Pharand, CEO. Notices to Client: the contact stated in the Order Form.
19. General Provisions
Entire agreement. The Order Form and this MSA constitute the entire agreement between the parties for the relevant engagement and supersede all prior agreements on the subject matter.
Severability. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder stays in effect.
Waiver. No waiver of one provision waives any other; waivers must be in writing.
Counterparts; e-signature. Order Forms may be executed in counterparts; electronic signatures are binding.
Survival. Payment obligations, intellectual property rights, confidentiality, non-solicitation, liability limitations, indemnification, and governing law provisions survive termination.
Web Tonic Master Services Agreement v2026.1 — Effective August 1st, 2026. Current version: https://www.webtonic.io/msa. Questions: [email protected].