Master Service Agreement (MSA)

What is a master service agreement?

A master service agreement (MSA) is the main contract between you and a vendor. It sets the rules for everything you buy from that vendor: payment, liability, data protection, termination and how disputes are handled.

The word "master" means it sits above the individual deals. Each purchase is written up in a separate order form that lists the product, price, quantity and term. The MSA stays in place while order forms come and go.

In SaaS you will also see the names "master subscription agreement" and "main services agreement." In 2020 Salesforce's contract was titled Master Subscription Agreement, and the current version is titled Main Services Agreement.

MSAs are common in sales-led deals where you talk to a vendor's team before you buy. Self-serve plans often run on a click-through terms of service instead. The page on MSA vs terms of service explains how the two differ.

What it looks like in a vendor's terms

A typical clause reads like this:

This Agreement governs Customer's use of the Services purchased under each Order Form. The Agreement includes the policies and documents linked in it, as updated from time to time. If an Order Form conflicts with this Agreement, the Order Form controls for that order only.

• "Purchased under each Order Form": you agree to the general terms once, and every later purchase falls under them.
• "Policies and documents linked in it": parts of the contract live at web addresses, not in the signed file. This is called incorporation by reference.
• "As updated from time to time": the vendor can edit those linked pages, and the new version may apply to you.
• "The Order Form controls": a deal-specific term, like a price cap, can override the general rule. This is an order of precedence rule.

Salesforce's Main Services Agreement ranks its documents in this order: Order Form, then the agreement, then its Documentation, which it describes as "as updated from time to time" (sections 1 and 12.3).

A real change we caught

Venpo flagged a change in which Cloudinary added a 3% annual fee increase to its enterprise agreement. A price rule in a main agreement can reach every order placed under it, so it is worth comparing with the pricing terms in your own order form.

Why it matters to you

The MSA decides most of what happens when something goes wrong. Your order form says what you pay. The MSA says what happens if you pay late, if the vendor has an outage, or if your data leaks.

• Money. Salesforce's MSA makes invoiced fees due within 30 days and lets overdue amounts accrue interest of 1.5% per month (sections 5.2 and 5.3). Small clauses like these add up.
• Renewal price. The same MSA says promotional or one-time priced subscriptions renew at Salesforce's list price unless an order form says otherwise (section 11.2).
• Your data. Many MSAs pull in a data processing agreement by reference. Salesforce's does this in section 2.2.
• Terms that move. Atlassian's agreement includes its policies, product-specific terms and DPA, and lets Atlassian modify all of them. It promises commercially reasonable efforts to post changes 30 days before they take effect (section 20.9).
• Your own customers. If you promise your customers uptime, security or data deletion, your vendor's MSA needs to support those promises. The limitation of liability clause decides how much you can recover if it does not.

What to check

• List every document the MSA pulls in: terms, DPA, acceptable use policy, SLA, security pages. Save a copy of each one on the day you sign.
• Check whether linked documents are fixed as of the signing date or apply "as updated." Ask for the fixed version if the vendor will agree.
• Read the change clause. Look for a notice period, a right to object, and a refund if you leave because of a change.
• Find the order of precedence clause and confirm that your order form wins on price and term.
• Check how renewal pricing works: list price, a fixed cap, or whatever the order form says.
• Read the liability cap and the data protection section, or the DPA it points to, before anyone uploads customer data.

How Venpo helps

An MSA often points to online documents that can change after you sign. Venpo monitors those public pages, such as the vendor's terms, DPA, subprocessor list and policies, and emails you a plain-English alert that says what changed and why it matters. Each vendor also gets a change history, so you can see how its linked documents have changed over time.