Master Service Agreement

Scope

This Master Service Agreement (MSA) governs all services provided by Helpay, including processor strategy, payment integration, platform advisory, backup planning, and optimization services.

Service-specific terms in addenda apply in addition to this MSA.

Commercial Terms

• Fees, billing cycles, and payment terms are defined in each order form.
• Late payments may result in service suspension after written notice.
• Taxes, duties, and governmental charges are handled as specified in the service order.

Liability and Indemnity

• Each party is responsible for losses caused by its own negligence or willful misconduct.
• Neither party is liable for indirect, special, or consequential damages, except where prohibited by law.
• Total liability is limited to fees paid in the preceding 12 months for the affected service, except for fraud, IP infringement, or non-excludable liabilities.

Term and Termination

• The agreement starts on the effective date of the first signed order form.
• Either party may terminate for material breach not cured within 30 days of written notice.
• Either party may terminate for insolvency events or legal inability to perform.
• Obligations that naturally survive termination remain enforceable.