Master Service Agreement
FULL TERMS.
This Master Service Agreement (Agreement) is entered into between Revstackr Ltd (No: 16950228) and the legal entity identified in the Digital Order (Client). By accessing the Platform or making payment, Client agrees to be bound by these Terms in their entirety.
01 Engagement & Subscription Term
1.1 Provision: Revstackr agrees to provide access to the RevStackr Operating System and Snapshot assets as defined in the chosen Subscription Plan.
1.2 Term: The Agreement commences on the Commencement Date and continues for an initial period of 12 months (Initial Term) unless specified otherwise in writing. After the Initial Term, the Agreement auto-renews for successive 12-month periods.
1.3 Notice: Either party may provide notice of non-renewal at least 30 days prior to the end of the then-current term.
02 Financial Protocol & Consumption Charges
2.1 Subscription Fees: Billed in advance. Access is contingent upon timely settlement of all invoices.
2.2 Consumption Charges (Rebilling): Integrated third-party services (SMS, Email, WhatsApp, AI, Premium Workflows) incur variable costs. Client authorizes Revstackr to auto-charge the payment method on file to maintain a positive "Account Wallet" balance.
2.3 Non-Refundable: All payments, including subscription fees and pre-paid wallet balances, are strictly non-refundable and non-transferable.
2.4 Markup: Revstackr reserves the right to apply a management markup to third-party consumption rates to cover infrastructure and administrative maintenance.
03 User Obligations & Account Security
3.1 Compliance: Client must comply with the Acceptable Use Policy (AUP) and all applicable laws, including UK GDPR and PECR.
3.2 Credentials: Client is responsible for maintaining the security of all login credentials. Any activity occurring under Client’s account is deemed the responsibility of the Client.
3.3 Prohibited Conduct: Client shall not attempt to reverse-engineer, decompile, or bypass security protocols of the RevStackr platform.
04 IP & Snapshot Protection
4.1 RevStackr Materials: All IP in the RevStackr platform, Snapshot logic, proprietary workflows, and training materials remain the exclusive property of Revstackr Ltd.
4.2 License: Client is granted a limited, revocable, non-transferable license to use these materials within the RevStackr environment only.
4.3 Non-Export Rule: You must not export, clone, or replicate our Snapshot logic to any third-party CRM or external account. Any attempt to do so constitutes a material breach and will result in a penalty charge equal to 12 months' subscription fees.
05 Data Sovereignty & Strategic Oversight
5.1 Data Roles: Handling of Personal Data is governed by our Privacy Policy and Data Processing Addendum (DPA), incorporated here by reference.
5.2 Visibility: Client acknowledges that Revstackr maintains visibility of administrative dashboards and business internals (metrics/logic) to provide strategic advisory and system optimization.
5.3 Lead Isolation: Revstackr will not access individual lead records for any purpose other than technical support requested by the Client.
06 Warranties & Upstream Dependencies
6.1 Upstream Supremacy: RevStackr is built on third-party infrastructure (HighLevel, Twilio, AWS). We are not liable for service outages or failures caused by these providers.
6.2 No Uptime Warranty: The service is provided "as-is". We do not guarantee 100% uptime or error-free operation.
6.3 Content Accuracy: Revstackr does not verify the accuracy of property data or financial projections generated by the platform. Client is the "Human in the Loop" and is solely responsible for verifying all outputs before dissemination.
07 Mutual Confidentiality
7.1 Protection: Each party agrees to protect the other's "Confidential Information" (including trade secrets, pricing, and business logic) with the same degree of care it uses for its own.
7.2 Survival: This obligation survives the termination of this Agreement for a period of 3 years.
08 Client Indemnity
Client agrees to indemnify and hold Revstackr Ltd harmless against any claims, losses, or legal costs arising from: (a) Client's breach of law/AUP; (b) Client's lead data; or (c) any property transaction or financial advice provided by Client using the RevStackr tools.
09 Hard Limitation of Liability
9.1 Aggregate Cap: Our total aggregate liability for any claim arising from this Agreement is limited to 100% of the total fees paid by you in the three (3) months preceding the claim.
9.2 Exclusion: We are not liable for any loss of profit, loss of data, or indirect/consequential damages.
10 Effects of Termination
10.1 Access Removal: Upon termination, access to the Platform and Snapshot assets is revoked immediately.
10.2 Data Purge: We retain data for 30 days post-termination to allow for final export. After 30 days, all Client Data is purged from our production environment.
10.3 Outstanding Fees: All unpaid fees for the remainder of the term become immediately due and payable upon termination for cause.
11 Non-Solicitation
During the Term and for 12 months following, Client shall not solicit or approach Revstackr personnel for employment or engage them as independent contractors.
12 Mandatory Dispute Protocol
12.1 Tiered Process: Parties must attempt to resolve disputes through (1) Executive Negotiation within 14 days, followed by (2) Mandatory Mediation via CEDR.
12.2 Venue: Governed by the laws of England and Wales with exclusive jurisdiction in the courts of England and Wales.
13 General Provisions
13.1 Entire Agreement: This MSA, including linked policies, constitutes the entire agreement between the parties.
13.2 Severability: If any part of these Terms is found invalid, the remainder remains in full force.
13.3 Assignment: Revstackr may assign this Agreement to a successor entity; Client may not assign without written consent.
