Master Service Agreement (MSA)
Last updated
Last updated
The Master Service Agreement (MSA) is a foundational document that governs your engagement with LCA Factory. It establishes the terms and conditions under which Riskoa provides lifecycle assessment services, including Product Carbon Footprints (PCFs), Environmental Product Declarations (EPDs), and more.
This agreement sets out the responsibilities of both parties, ensuring clarity and alignment before any work begins. Once the MSA is in place, project-specific details, such as scope, timelines, and deliverables, are outlined in the [Statement of Work (SoW)] for each individual project.
By agreeing to the MSA, you can initiate projects efficiently, knowing the legal framework is already established. To learn more about the specific terms, you can review the full MSA template below.
LCA Factory by Riskoa Limited
This Master Service Agreement (the "Agreement") is published by Riskoa Limited ("Riskoa") and applies to all clients engaging with LCA Factory for lifecycle assessment (LCA) services. By signing a Statement of Work (SoW) or accepting a quote from Riskoa, the client agrees to be bound by the terms of this Agreement.
This Agreement governs the provision of LCA-related services, including but not limited to:
Lifecycle Assessments (LCAs): Comprehensive evaluations of a product’s environmental impact across its lifecycle.
Product Carbon Footprints (PCF): Detailed carbon impact calculations for specific products.
Environmental Product Declarations (EPD): Standardised reports providing transparent and comparable information about a product’s environmental performance.
Other Assessments: Any additional evaluations compliant with ISO 14040/44, ISO 14067, EN15804, or other relevant standards as specified in individual SoWs.
The full terms of this Agreement are available at .
2.1 Services Provided
Riskoa agrees to deliver Lifecycle Assessments (LCAs) and related services ('Services'), including Product Carbon Footprints (PCF), Environmental Product Declarations (EPD), and other evaluations, to the Client in accordance with the terms of this Agreement and any associated SoW.
2.2 Standards Compliance
All deliverables will comply with applicable standards, including ISO 14040/44, ISO 14067, EN15804, or as specified in the relevant SoW.
2.3 Responsibility for Outputs
Riskoa accepts full responsibility for the accuracy and compliance of the outputs delivered under this Agreement. Unlike Emvide, where the user is responsible for outputs, LCA Factory assumes responsibility for the deliverables based on the accuracy and completeness of Client-provided data.
3.1 Deliverables
Deliverables will be defined in individual SoWs, which shall include:
The specific scope of work.
Lifecycle boundaries (e.g., cradle-to-gate, cradle-to-grave).
Any additional services required, such as third-party verification.
For larger or more complex projects involving multiple deliverables, phased timelines may be agreed upon and documented in the applicable SoW.
3.2 Turnaround Time
Riskoa aims to deliver individual assessments (e.g., single LCAs, PCFs, or EPDs) within five (5) business days from the date of receipt of complete and accurate data from the Client, unless otherwise specified in the SoW.
For projects involving multiple deliverables or requiring additional complexity, the turnaround time for each phase or deliverable will be detailed in the SoW. Riskoa will notify the Client promptly if unforeseen circumstances arise that could impact the agreed timelines.
3.3 Review Process
The Client shall have three (3) business days to review each deliverable and request corrections if any discrepancies or inaccuracies are identified. Riskoa will promptly address any issues at no additional charge.
For projects with phased deliverables, each phase will be subject to its own review process as outlined in the SoW.
4.1 Delivery of Services
Riskoa will:
· Perform the Services with reasonable skill, care, and diligence in accordance with industry standards and the applicable ISO standards (e.g., ISO 14040/44, ISO 14067, EN15804, or as specified in the SoW).
· Ensure the accuracy and compliance of all deliverables, provided the Client submits accurate and complete data.
4.2 Communication and Updates
Riskoa will:
· Provide regular updates on project progress as necessary or as requested by the Client.
· Notify the Client promptly of any delays or issues that may impact project timelines.
4.3 Confidentiality and Data Handling
Riskoa will:
· Treat all Client data and information as confidential and use it solely for the purposes of fulfilling the Services.
· Implement robust security measures to protect Client data in line with Riskoa’s data protection policy (available at [Trust Centre link]).
4.4 Client Support
Riskoa will:
· Address Client queries and requests for clarification during the project lifecycle and within the review period specified in Section 3.3.
5.1 Data Provision
The Client agrees to provide accurate, complete, and timely data required for the Services. Any delays in providing such data may affect the turnaround time.
5.2 Review and Approval
The Client is responsible for reviewing the deliverables within the timeframe specified in Section 3.3. Failure to provide timely feedback may result in the deliverables being deemed accepted.
5.3 Payment Obligations
The Client agrees to issue a purchase order (PO) or make payment in advance, as specified in the SoW.
6.1 Fees
Fees for Services will be outlined in the applicable SoW, based on the complexity and scope of the project.
6.2 Payment Terms by Tier
Tier 1 (Small Projects: £0–£2,000):
Full payment is due upfront or within seven (7) calendar days of the invoice date if a PO is issued.
Deliverables will not be provided within the standard 5-day turnaround unless payment is received.
Tier 2 (Medium Projects: £2,001–£10,000):
50% of the fee is due upfront or within seven (7) calendar days of the invoice date if a PO is issued.
The remaining 50% is due within seven (7) calendar days of the invoice for the final deliverable.
Deliverables will only be released as outlined in the SoW. Delays in payments may result in corresponding delays in subsequent deliverables.
Tier 3 (Large Projects: £10,001+):
40% of the fee is due upfront or within seven (7) calendar days of the invoice date if a PO is issued.
40% is due within seven (7) calendar days of the invoice for the draft deliverable.
The remaining 20% is due within seven (7) calendar days of the invoice for the final deliverable.
For projects with multiple deliverables, staggered payments must be made in accordance with the milestones defined in the SoW. Delays in payments will result in corresponding delays in subsequent deliverables.
6.3 Payment and POs
Riskoa accepts POs for all project tiers, provided they are issued prior to project commencement.
For PO-based payments, invoices will be issued in line with the agreed payment schedule in the SoW.
Payment is due within seven (7) calendar days of the invoice date.
Important:
Delays in payment beyond the specified timeframe will result in corresponding delays to project initiation or deliverables. Riskoa will not be liable for missed deadlines due to late payments.
6.4 Refund Policy
Refunds for Services are governed by the terms outlined in Appendix B: Refund Policy for LCA Factory. The Client acknowledges that:
Refunds are subject to the conditions specified in the Appendix, including timelines, exclusions, and proportional calculations.
Riskoa reserves the right to attempt rectification of any issues before a refund is processed.
Refunds will not exceed the total amount paid for the specific deliverable(s) in question.
6.5 Late Payments
Invoices not paid within seven (7) calendar days of the due date will incur a late payment fee of 2% per month unless otherwise agreed in writing.
6.6 Additional Costs
Any additional services or changes to the agreed scope will be quoted separately and require written approval from the Client before work begins.
7.1 Confidentiality
Both parties agree to treat all shared information as confidential and not disclose it to third parties without prior written consent, except as required by law.
7.2 Data Ownership
All data provided by the Client remains the property of the Client. Riskoa will not use Client data for any purpose other than fulfilling the Services under this Agreement.
7.3 Data Policy Reference
Riskoa’s collection, storage, and processing of Client data will comply with its Data Protection and Privacy Policy, available at [Trust Centre link]. This policy outlines:
· Riskoa’s data security measures.
· How data is collected, used, and shared.
· The Client’s rights concerning their data.
By entering into this Agreement, the Client acknowledges and agrees to the terms outlined in the Data Protection and Privacy Policy.
8.1 Ownership of Deliverables
The deliverables created under this Agreement (e.g., LCAs, PCFs, EPDs) are provided to the Client for use as specified in the applicable SoW.
Unless otherwise agreed, these deliverables are for the Client’s internal and external business purposes, subject to the limitations in this Agreement.
Deliverables may not be represented as verified or certified unless verified through a third-party verification process. Riskoa can assist in arranging verification through its partners or the Client may arrange independent verification.
8.2 Riskoa’s Intellectual Property
All methodologies, tools, and templates used by Riskoa in creating the deliverables remain the exclusive property of Riskoa.
The Client is granted a limited, non-exclusive licence to use the deliverables for the purposes outlined in this Agreement and the applicable SoW.
8.3 Verification and Disclaimer
The deliverables provided under this Agreement are not verified unless explicitly purchased as part of a separate verification service or verified independently by a third party.
Riskoa can assist in coordinating third-party verification upon request, which may involve additional costs and terms.
Riskoa is not liable for:
The outcome of third-party verification, whether coordinated by Riskoa or arranged independently by the Client.
Misrepresentation or misuse of non-verified deliverables by the Client.
9.1 Total Liability
Riskoa’s total liability for any claims, damages, or losses arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client under the specific SoW to which the claim relates.
9.2 Exclusion of Certain Damages
Riskoa shall not be liable for any:
Indirect, incidental, or consequential damages.
Loss of profits, revenue, business, or anticipated savings.
Loss of data or business opportunities.
9.3 Basis of Claims
Riskoa shall only be liable for claims arising directly from:
Breach of this Agreement.
Gross negligence or wilful misconduct by Riskoa.
9.4 Client Responsibility
Riskoa is not liable for:
Errors, delays, or damages caused by incomplete, inaccurate, or misleading information provided by the Client.
The Client’s misuse or misrepresentation of deliverables, including for unverified outputs.
9.5 Exclusions
Nothing in this Agreement shall limit or exclude liability for:
Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Any other liability that cannot be excluded under applicable law.
10.1 Termination Rights
Either party may terminate this Agreement or any SoW:
Upon thirty (30) days' written notice to the other party.
Immediately in the event of a material breach by the other party, provided the breach is not remedied within fourteen (14) days of written notice of the breach.
10.2 Effect of Termination
Upon termination, the Client shall pay for all Services rendered up to the termination date.
Riskoa will deliver any partially completed deliverables that have been paid for, provided they can reasonably be used by the Client.
10.3 Survival of Terms
The provisions of this Agreement that by their nature are intended to survive termination (e.g., confidentiality, intellectual property, and limitation of liability) shall remain in effect.
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
11.2 Entire Agreement
This Agreement, together with referenced SoWs and policies in the Trust Centre, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.
11.3 Amendments
Amendments to this Agreement must be in writing and agreed to by both parties. For this purpose:
"In writing" includes documents exchanged via email or other electronic means that clearly indicate agreement to the amendment.
Both parties agree that electronic signatures or acknowledgments are valid and enforceable.
11.4 International Clients
For clients located outside of England and Wales:
The governing law remains the laws of England and Wales, unless otherwise specified in the SoW.
Riskoa and the Client agree to resolve disputes through arbitration under the [Arbitration Rules of the International Chamber of Commerce (ICC)] or another mutually agreed arbitration body, conducted in English.
11.5 Notices
Notices required under this Agreement must be sent to the parties' designated contact emails or postal addresses as specified in the SoW. Notices are deemed received:
Immediately, if sent by email during business hours (otherwise, on the next business day).
Three (3) business days after mailing, if sent via registered post.
Bill of Materials (BOM): A comprehensive list of materials, components, and assemblies required to create a product, used as input data for LCAs.
Environmental Product Declaration (EPD): A standardised document providing transparent and comparable information about a product's environmental performance across its lifecycle.
Lifecycle Assessment (LCA): A comprehensive evaluation of the environmental impacts associated with all stages of a product's lifecycle, from raw material extraction to disposal or recycling.
Product Carbon Footprint (PCF): A specific type of LCA that focuses on the greenhouse gas emissions associated with a product.
Statement of Work (SoW): A detailed document outlining the specific scope, deliverables, timelines, and payment terms for services agreed between Riskoa and the Client.
1. Eligibility for Refunds
Refunds will only be considered under the following conditions:
The Client communicates dissatisfaction with the deliverable(s) during the specified review period (as outlined in Section 3.3 of this Agreement).
The dissatisfaction relates to specific issues with accuracy, compliance, or quality, based on the agreed scope of work outlined in the SoW.
2. Refund Process
Step 1: Identification of Issues
The Client must identify and document the specific elements of the deliverable(s) they find unsatisfactory.
Step 2: Resolution Attempt
Riskoa will first attempt to rectify any identified issues at no additional charge within a reasonable timeframe.
Step 3: Refund Calculation
If the resolution attempt fails, refunds will be issued proportionally based on:
The portion of the deliverable(s) deemed unsatisfactory.
The total project cost as defined in the SoW.
3. Refund Amounts
Refunds are calculated proportionally as follows:
Full Deliverable: If the entire deliverable is unsatisfactory and cannot be rectified, the Client may receive a full refund for that deliverable.
Partial Deliverable: If only part of the deliverable is deemed unsatisfactory, the refund will correspond to the percentage of the deliverable affected.
Refund Cap: The amount refunded will never exceed the total amount paid under the specific SoW for the deliverable(s) in question.
4. Exclusions from Refunds
Refunds will not be granted for:
Dissatisfaction arising from incomplete or inaccurate data provided by the Client.
Changes to the scope of work requested by the Client after project initiation.
Issues resulting from the Client’s failure to provide timely feedback during the review period.
5. Refund Timeline
Refund requests must be submitted within seven (7) business days of the Client receiving the final deliverable.
6. Refund Method
Approved refunds will be issued using the same payment method as the original transaction unless otherwise agreed. Refunds will be processed within 14 business days of approval.
7. Disputes
In the event of a dispute regarding refunds, both parties agree to resolve the matter through good-faith discussions or mediation before pursuing legal action.
Date of issue: 03/01/2025 Rev: 1.2
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