Master Services Agreement (MSA) Framework

1. B2B Enterprise Status & Customer Warranties

1. Statutory Status Acknowledgment: The Customer explicitly warrants and certifies that it is entering into this agreement strictly for legitimate commercial, business, or corporate utilisation. The Customer confirms that it satisfies the criteria of an enterprise consumer under UK communications frameworks, possessing either eleven (11) or more full-time equivalent (FTE) personnel, or maintaining an annual operational turnover exceeding £1.7 million.
2. Exclusion of Consumer Protection Regimes: By executing the Service Order Form, the Customer explicitly acknowledges that standard consumer-centric cooling-off windows, domestic cancellation rights, and Ofcom small-business alternative dispute frameworks do not apply to this corporate infrastructure transaction.

2. Billing, Payments, and Direct Debit Integrity

1. Payment Modality: All recurring service fees, monthly connectivity charges, and technical management assessments are collected exclusively via automated Direct Debit clearing systems. Alternative payment pathways require exceptional authorization from the Baltic billing desk.
2. Invoice Dissemination and Tax: Invoices are distributed digitally to the Customer's designated accounts department on a monthly advance cycle. All values, unless explicitly specified in writing on the Service Order Form, are stated exclusive of statutory Value Added Tax (VAT) at prevailing UK operational rates.
3. The Non-Withholding Principle (Clause 2.3): The Customer agrees that all standard recurring fees must be paid in full on or before the designated clearance date. Under no circumstances does the filing of a support ticket or the initiation of a formal Tier 1 dispute grant the Customer the right to withhold monthly fees, adjust payment distributions, or cancel/suspend active Direct Debit mandates.
4. Late Clearance Enforcement: If a scheduled Direct Debit sweep fails or is pulled back by the Customer's banking institution without prior written agreement, Baltic reserves the right to levy standard administrative recovery fees, pass on statutory collection costs, and apply compound interest at a rate of 8% per annum above the Bank of England baseline value.

3. Infrastructure Deployment and Handover Logistics

1. Wayleave and Access Authorisations: The Customer is strictly responsible for securing all landlord permissions, structural wayleaves, and physical building access clearances necessary for Baltic engineers to route fibre cabling or position wireless receivers at the delivery premises. Any deployment delays or third-party engineering costs resulting from wayleave complications are the sole liability of the Customer.
2. Service Handover Token: Upon completion of infrastructure testing and circuit performance verification, Baltic will issue a digital Handover Token to the Customer's technical contact.
3. Commencement of Billing Lifecycle: Standard monthly billing obligations activate automatically exactly seventy-two (72) clock hours following the transmission of the Handover Token, completely independent of whether the Customer has configured their internal corporate routers or actively commenced routing local network traffic across the live connection.

4. Acceptable Utilisation and Network Protection

1. Compliance with Policy Bounds: The Customer must ensure that all network utilization across the assigned bandwidth remains entirely compliant with the Baltic public Acceptable Use Policy (AUP).
2. Prohibition of Reselling: Unless the Customer has executed a specialized wholesale carrier agreement with Baltic, the service must be used solely within the Customer's corporate structures. The resale, secondary distribution, or commercial leasing of bandwidth to third-party sub-tenants or external business spaces is strictly forbidden.

5. Limitation of Liability and Indemnities

1. Exclusion of Consequential Losses: Baltic Broadband Limited provides high-tier network availability but does not exercise dominion over the Customer's internal data systems. Baltic accepts zero liability for indirect commercial damages, loss of business revenue, transacting delays, or data corruption events resulting from transient circuit interruptions.
2. Maximum Financial Cap: Except in cases involving physical injury or explicit statutory liabilities, our total financial liability to the Customer for any single breach under this agreement is capped at an amount equivalent to the total monthly service fees paid by the Customer during the immediate twelve (12) month period preceding the incident.

6. Agreement Duration, Renewal, and Termination

1. Initial Committed Term: The agreement remains binding for the minimum fixed duration detailed on the signed Service Order Form (typically 12, 36, or 60 calendar months).
2. Automatic Rolling Continuity: Upon reaching the conclusion of the Initial Committed Term, the contract automatically converts into a rolling twelve (12) month continuation cycle, unless either corporate entity issues a formal written notice of non-renewal at least ninety (90) days prior to the expiration date.
3. Liquidated Damages for Early Termination: If the Customer terminates the contract or triggers a material default closure prior to the conclusion of the active committed term, they become instantly liable for liquidated damages equal to 100% of all remaining Monthly Recurring Charges (MRC) through to the end of that fixed contract period.

7. Governing Jurisdiction

This Master Services Agreement, the associated Service Order Form, and all subsequent engineering schedules are interpreted, structured, and governed exclusively in accordance with the laws of England and Wales. Both corporate entities submit unconditionally to the exclusive jurisdiction of the Courts of England and Wales to handle any contractual variances or enforcement proceedings.