Legal
Master Service Agreement & SLA Terms
- Definitions
- Structure of the agreement
- Services and mobilisation
- Client Engineering Sign-Off Gate
- Client responsibilities
- Fees, billing and term
- 30-Day Zone Pilot
- Hardware-as-a-Service
- Service Level Agreement
- Changes and SOP work
- Third-party platform
- Data protection
- Intellectual property
- Confidentiality
- Warranties and regulatory responsibility
- Liability
- Termination and exit
- General
1. Definitions
- "Opsuro" — Opsuro Compliance Systems Ltd, , Orebank House, Bigrigg, Egremont, Cumbria, CA22TE.
- "Client" — the organisation named on the Order Form.
- "Order Form" — the signed document specifying Tier, Site(s), user counts, hardware and fees.
- "System" — the configured compliance environment delivered by Opsuro, comprising the Platform, Opsuro Templates, QR Plates, optional Hardware and the Executive Pack.
- "Platform" — the third-party MaintainX software on which the System runs.
- "Opsuro Templates" — Opsuro's pre-built zone hierarchies, asset types, schedules, procedures, alarm logic and report formats.
- "Go-Live" — the date Opsuro confirms the System is available for live plant operation following Sign-Off.
- "Named User" — a licensed operator or engineer login. "Defect Reporter" — a restricted login limited to raising defects.
- "Hypercare" — the 60-day post-Go-Live tuning period described in clause 3.4.
- "Executive Pack" — the monthly Director Compliance & Bad-Actor report.
2. Structure of the agreement
The agreement consists of (a) the Order Form, (b) these Terms, (c) the Hardware Schedule where applicable, and (d) the Data Processing Agreement at clause 12. In the event of conflict, the Order Form prevails over these Terms. No Client purchase-order terms apply.
3. Services and mobilisation
3.1 Days 1–5 — Baseline Configuration. On receipt of the Client's plant list and the items in clause 5, Opsuro builds the zone hierarchy, assigns asset types and configures statutory daily, weekly and monthly schedules using the Opsuro Templates.
3.2 Days 6–10 — QR Tagging & Hardware Dispatch. Opsuro produces and dispatches weatherproof QR Plates and any Hardware, pre-enrolled and ready to scan. Physical fixing of Plates to assets is the Client's responsibility unless an installation visit is specified on the Order Form.
3.3 Days 11–14+ — Go-Live. Following Sign-Off (clause 4), Opsuro delivers a remote shift briefing of approximately 20 minutes and confirms Go-Live.
3.4 Hypercare. For 60 days after Go-Live, Opsuro makes unlimited reasonable adjustments to alarm limits, rotas, schedule wording and routing at no charge.
3.5 Timescales. The 14-day mobilisation is a target measured from receipt of complete Client inputs. Delays caused by late or incomplete inputs extend the target day-for-day. Time is not of the essence.
3.6 Executive Pack. Delivered by email on or about the 1st of each month from the first full calendar month after Go-Live.
4. Client Engineering Sign-Off Gate
4.1 Before Go-Live, Opsuro presents the configured schedules, procedures and numerical alarm boundaries to the Client's nominated Responsible Engineer for review.
4.2 The Client is solely responsible for confirming that all limits, frequencies and procedures are correct for its plant, its permits and its regulatory obligations. Opsuro Templates are a starting point derived from industry practice; they are not a substitute for the Client's own process knowledge.
4.3 Go-Live will not occur until the Responsible Engineer has confirmed Sign-Off in writing (email suffices). The same gate applies to any later change under clause 10 that alters an alarm boundary or statutory frequency.
5. Client responsibilities
The Client will: (a) supply an accurate plant list, asset register extract, existing SOPs and permit limits within 5 working days of signing; (b) nominate a Responsible Engineer and a day-to-day contact; (c) fix QR Plates to assets and keep them legible; (d) ensure operators use the System as briefed; (e) maintain its own site connectivity where Opsuro SIMs are not supplied; (f) not reverse-engineer or extract the Opsuro Templates for use outside the System.
6. Fees, billing and term
6.1 Mobilisation Fee. The one-off mobilisation and QR setup fee on the Order Form is invoiced on signature and payable before Day 1 work begins.
6.2 Monthly Managed Fee. Invoiced monthly in advance from Go-Live and collected by GoCardless Direct Debit. The Client must maintain a valid mandate for the term.
6.3 Term. The Initial Term is 12 months from Go-Live. Thereafter the agreement renews for successive 12-month periods unless either party gives at least 90 days' written notice before the end of the current term.
6.4 Additional seats. Named Users above the Tier allowance are charged at the per-user rate on the Order Form, pro-rated for the month added. Starter/leaver swaps within the allowance are free.
6.5 Price changes. Opsuro may adjust the Monthly Managed Fee at renewal on 60 days' notice, by no more than CPI + 3% unless Platform pricing changes materially.
6.6 VAT and late payment. All fees exclude VAT. Failed or late payments attract interest under the Late Payment of Commercial Debts (Interest) Act 1998. Opsuro may suspend Executive Packs and support (but not operator access) after 14 days' non-payment following notice.
7. 30-Day Zone Pilot
7.1 The Pilot is a fixed-price engagement of £950 ex VAT, payable in advance, covering one process zone, 10 QR Plates, up to 3 Named Users for 30 days from Pilot Go-Live, and one Executive Pack.
7.2 If the Client signs an Order Form for full mobilisation within 30 days of the Pilot ending, 100% of the Pilot fee is credited against the Mobilisation Fee.
7.3 At the end of the Pilot period, Pilot user access is withdrawn unless an Order Form is in place. Pilot data is retained for 30 days to allow migration into a full deployment, then deleted.
7.4 Clauses 4, 5, 11, 12, 14, 15 and 16 apply to the Pilot. The SLA in clause 9 applies on a reasonable-endeavours basis only during the Pilot.
8. Hardware-as-a-Service
8.1 Option A. Handsets are sold to the Client at the upfront price on the Order Form; title passes on payment. The monthly Connected Care fee covers the roaming SIM and Kiosk MDM for the term.
8.2 Option B. Handsets remain the property of Opsuro and are provided on a 24-month term bundled with a Named User seat, SIM and MDM. Handsets must be returned in working order, fair wear and tear excepted, within 14 days of termination or expiry. Unreturned or damaged handsets are charged at the fast-swap replacement fee in clause 8.4.
8.3 SIMs and MDM. Roaming data SIMs are for use with the System only. Fair-use allowance is X GB per device per month; persistent excess may be charged at Opsuro's cost plus 10%. Handsets are enrolled in Opsuro Kiosk MDM and restricted to the Compliance App, Camera, Torch and Dosing Calculator. The Client must not attempt to remove MDM enrolment or sideload applications.
8.4 Damage and loss. Where the optional Accidental Damage Waiver (£6 per device per month) is taken, Opsuro will dispatch a pre-enrolled replacement within 48 hours of notification, up to two claims per device per year. Without the Waiver, replacement is charged at the fixed fast-swap fee of £275 per device. Loss or theft is not covered by the Waiver and must be reported within 24 hours so the SIM can be barred and the device wiped.
8.5 Manufacturer warranty. Handsets carry the manufacturer's standard warranty. Opsuro will coordinate warranty claims but gives no warranty beyond that of the manufacturer.
9. Service Level Agreement
9.1 Support hours. UK working days, 08:00–17:00. P1 incidents may be raised 24/7 via support@opsuro.co.uk and 07919291080
| Priority | Definition | Response | Resolution target |
|---|---|---|---|
| P1 — Critical Outage | System unavailable to all operators at a Site, or a statutory check cannot be recorded by any means | < 1 hour triage | < 4 hour workaround |
| P2 — Major Workflow Impairment | A core workflow (alarms, routing, offline sync, QR scanning) is degraded for multiple users with no reasonable workaround | < 4 hours | < 24 hour fix |
| P3 — Routine Admin | Starter/leaver swaps, wording tweaks, report queries, how-to questions | Within 24 hours | Actioned within 24–48 hours |
9.2 Measurement. Response and resolution times run during support hours, except P1 which runs continuously. The clock pauses while Opsuro awaits information reasonably requested from the Client.
9.3 Exclusions. SLA targets do not apply to incidents caused by: Platform outages (clause 11); Client network, device or power failure; handsets outside Opsuro MDM; misuse; force majeure; or changes requested by the Client that have not passed the Sign-Off Gate.
9.4 Service credits. If Opsuro misses a P1 or P2 target in a calendar month through its own fault, the Client may claim a credit of 5% of that month's Managed Fee per missed target, capped at 20% of the monthly fee. Credits are the Client's sole remedy for SLA failures, must be claimed within 30 days, and are applied to the next invoice.
9.5 Paper fallback. The Client must retain a paper or offline contingency for statutory checks. Opsuro's offline caching reduces, but does not remove, the need for this.
10. Changes and SOP work
10.1 Changes to configuration outside Hypercare are delivered in scheduled batch releases: quarterly for Tiers 1 and 2, monthly for Tier 3, at no charge.
10.2 Ad-hoc changes requested outside a batch window are charged at £95 per request. Any change altering an alarm boundary or statutory frequency is subject to the Sign-Off Gate in clause 4.
10.3 SOP work is charged as follows: Level 1 Digitisation (review and rewrite of an existing Client SOP into interactive mobile logic) £85 per SOP or £700 per 10-pack; Level 2 Technical Authoring (drafted from scratch from Client-supplied information) £195 per SOP. Level 2 SOPs are drafted from information supplied by the Client, who remains responsible for their technical accuracy and approves each under the Sign-Off Gate.
11. Third-party platform
11.1 The System runs on the MaintainX Platform. Opsuro procures and administers Platform licences on the Client's behalf; the Client acknowledges that Platform use is also subject to MaintainX's end-user terms, which Opsuro will supply on request.
11.2 Opsuro is not responsible for Platform availability, defects or roadmap changes, but will use reasonable endeavours to escalate issues and implement workarounds. Platform availability is as published by MaintainX; Opsuro's SLA (clause 9) covers Opsuro's own response, not Platform uptime.
11.3 If MaintainX materially withdraws or changes functionality on which the System depends, Opsuro will propose a remediation plan. If none is reasonably achievable, either party may terminate on 60 days' notice without penalty and the Client will receive a pro-rated refund of any Managed Fee paid in advance.
12. Data protection
12.1 For personal data within the System (operator names, logins, check completions, photos, defect notes), the Client is the controller and Opsuro is a processor. MaintainX and Cloudflare act as sub-processors; Opsuro will give 30 days' notice of any new sub-processor.
12.2 Opsuro will: process data only on the Client's documented instructions; ensure personnel are bound by confidentiality; implement appropriate technical and organisational measures; assist with data-subject requests and impact assessments at reasonable cost; notify the Client without undue delay and within 48 hours of becoming aware of a personal data breach; delete or return data on exit per clause 17.3; and make available information needed to demonstrate compliance.
12.3 Transfers outside the UK are made under the UK IDTA, UK Addendum to the EU SCCs, or UK–US Data Bridge as applicable to each sub-processor.
12.4 The Client warrants it has a lawful basis for processing operator data in the System and has informed its staff accordingly. Opsuro recommends photo capture be limited to assets, not people.
12.5 This clause 12 constitutes the Data Processing Agreement required by Article 28 UK GDPR.
13. Intellectual property
13.1 Opsuro retains all rights in the Opsuro Templates, report formats, QR Plate designs, Kiosk configuration, methodologies and documentation. The Client receives a non-exclusive, non-transferable licence to use them within the System for the term.
13.2 The Client retains all rights in its own data, SOPs, plant information and permits. Opsuro may use anonymised, aggregated operational data to improve the Opsuro Templates.
13.3 The Client will not copy the Opsuro Templates into another CMMS or platform, during or after the term, without Opsuro's written consent.
14. Confidentiality
Each party will keep the other's confidential information (including pricing, plant data, permit limits and process readings) confidential, use it only for the purposes of the agreement, and disclose it only to personnel and advisers who need to know, for 7 years after termination. Exceptions apply for information that is public, independently developed, or required to be disclosed by law or a regulator.
15. Warranties and regulatory responsibility
15.1 Opsuro warrants it will perform the services with reasonable skill and care, by suitably experienced personnel, and that it holds Professional Indemnity insurance of not less than £1,000,000 per claim with NFU evidence available on request.
15.2 The Client remains at all times the duty-holder for its regulatory compliance. Opsuro provides tooling, configuration and reporting; it does not take on the Client's obligations under the Water Industry Act, Environmental Permitting Regulations, Health and Safety at Work Act, PUWER, LOLER, BRCGS or any other framework, and does not warrant that use of the System will result in a successful audit or inspection.
15.3 Numerical alarm boundaries, schedule frequencies and procedures are confirmed by the Client at the Sign-Off Gate and are the Client's responsibility.
15.4 All other warranties, express or implied, are excluded to the fullest extent permitted by law.
16. Liability
16.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
16.2 Neither party is liable for indirect or consequential loss, loss of profit, loss of production, regulatory fines or penalties, or costs of enforcement action.
16.3 Subject to 16.1 and 16.2, Opsuro's total aggregate liability in any contract year is limited to 100% of the fees paid by the Client in that year (or, for the Pilot, the Pilot fee).
16.4 Service credits under clause 9.4 are the sole remedy for SLA failures.
17. Termination and exit
17.1 Either party may terminate on written notice if the other commits a material breach not remedied within 30 days of notice, or becomes insolvent.
17.2 If the Client terminates within the Initial Term other than under 17.1 or 11.3, the remaining Managed Fees for the Initial Term become payable, and any outstanding Option B hardware term is settled per clause 8.2.
17.3 Exit. On termination Opsuro will, within 30 days, provide the Client's data (asset register, completed checks, readings, defects, photos) in CSV and PDF export, then delete it from the System within a further 30 days unless legally required to retain it. The Opsuro Templates and configuration logic are not transferred (clause 13).
17.4 Clauses 6 (as to accrued fees), 12, 13, 14, 16, 17.3 and 18 survive termination.
18. General
18.1 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including Platform or mobile-network outages, provided it notifies the other promptly.
18.2 Assignment. Neither party may assign without consent, except Opsuro may assign to a successor to its business on notice.
18.3 Notices must be in writing to the addresses on the Order Form; email is sufficient except for notices of termination, which must also be sent by post.
18.4 Entire agreement. This agreement supersedes all prior proposals and discussions. Variations must be in writing and signed by both parties.
18.5 Third parties. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
18.6 Governing law. England and Wales. The courts of England and Wales have exclusive jurisdiction, after the parties have attempted in good faith to resolve any dispute at director level within a reasonable period