Master Service Agreement

Last updated: 12 August 2026

Parties

This Master Service Agreement ("Agreement") is entered into between:

Maquila
Registration No.: 17541881
Address: Sepapaja tn 6, Lasnamäe, Tallinn 15551, Estonia
Email: info@maquila.biz

and

Business Client: ______________________________
Company Registration No.: _____________________
Address: ________________________________
Email: _________________________________

1. Purpose

This Agreement governs the provision of professional business services rendered at any time by Maquila to the Client.

Specific assignments, pricing, timelines and deliverables shall be described in separate Statements of Work ("SOW"), quotations or written order confirmations where necessary. Such Statements shall be considered a part of this Agreement and subject to its provisions.

2. Services

Maquila may provide services including, but not limited to:
  • Lead generation
  • Appointment setting
  • Client acquisition
  • Marketing support
  • Social media and webpage assistance, management and creation
  • Business development
  • Administrative support
  • Consulting
  • Other agreed business services

3. Fees and Payment

Invoices are payable within fourteen (14) days unless otherwise agreed.

Late payments may incur statutory interest together with reasonable collection costs.

All prices are exclusive of VAT unless expressly stated otherwise.

4. Client Responsibilities

The Client agrees to:

• provide accurate information;
• provide necessary access to systems;
• respond within reasonable time;
• appoint a contact person with authority to approve work.

Delays caused by the Client may extend delivery schedules. Such extensions, or other forms of consequences pertaining to the material obligations of this Agreement, where such consequences are due to the actions or conditions on the Client side, are not to be considered a breach of contract by Maquila or grounds for contractual remedies accordingly.

5. Confidentiality

Both parties shall keep confidential all commercial, financial and technical information received from the other party.

This obligation survives termination of this Agreement.

6. Intellectual Property

Upon full payment, the Client receives ownership of deliverables specifically created for the Client.

Maquila retains ownership of:

• methodologies;
• templates;
• software;
• systems;
• know-how;
• internal processes;
• general business methods.

Information or other assets under Maquila's ownership are not to be used, shared or otherwise interfered with, unless by the explicit written consent of Maquila. The Client shall maintain active measures to ensure the safeguarding of the Intellectual Property of Maquila, where encountered upon.

7. No Guaranteed Results

Maquila provides professional services but does not guarantee any specific commercial outcome including:

• sales;
• revenue;
• number of meetings;
• number of customers;
• marketing performance.

8. Limitation of Liability

To the fullest extent permitted by law:

• Maquila shall not be liable for indirect or consequential damages.
• Maquila shall not be liable for loss of profit, goodwill or business opportunity.
• Maquila's total liability shall never exceed the total fees paid by the Client during the preceding twelve (12) months.
• Maquila shall not be liable for actions and ensuing direct or indirect damages performed by any party claiming to act on its behalf, where such a party is not formally an employee or otherwise a subcontractor of Maquila.

9. Independent Contractor

Maquila acts as an independent contractor.

Nothing in this Agreement creates an employment relationship, partnership or joint venture.

10. Subcontractors

Maquila may use subcontractors or freelancers to perform parts of the Services while remaining responsible for the overall delivery.

Such subcontractors shall be subject to the provisions given in this Agreement.

11. Changes in Scope

Work requested outside the agreed scope shall by written notice and agreement be billed separately according to Maquila's current rates unless otherwise agreed in writing.

12. Term and Premises of Termination

This Agreement continues until terminated.

Either party may terminate the Agreement by giving thirty (30) days' written notice.

Immediate termination is permitted in the event of material breach of the contract by either party. Limitations to contractual remedies and legal damages apply where material breach of this Agreement is solely due to actions performed or conditions created by the injured and claimant party. See also section 4 of this Agreement.

Outstanding invoices remain payable upon termination.

13. Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control including natural disasters, war, strikes, government action, internet outages or other force majeure events.

14. Data Protection

Both parties shall comply with applicable data protection legislation, including the GDPR where applicable.

Where required, the parties shall enter into a separate Data Processing Addendum to this Agreement.

15. Governing Law

This Agreement shall be governed by the laws of Estonia.

Any dispute shall be subject to the exclusive jurisdiction of the courts of Tallinn, Estonia, unless otherwise agreed in writing.

16. Scope of Agreement

This Agreement together with the at any time binding Statements of Work and Data Processing Addendum constitute the complete agreement between the parties.

No amendment shall be valid unless made in writing and signed by both parties.

Signatures

For Maquila

Name: _______________________
Title: Director
Date: _______________________
Signature: ___________________

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For Business Client

Company: _____________________
Name: _______________________
Title: _______________________
Date: _______________________
Signature: ___________________